SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
X Preliminary Proxy Statement Confidential, for Use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
IVY TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
X No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
IVY FUND
Via Mizner Financial Plaza
700 South Federal Highway
Boca Raton, Florida 33432
July ___, 1999
Dear Shareholders:
You are cordially invited by the Board of Trustees of Ivy Fund (the
"Trust"), on behalf 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, Ivy
International Fund II, Ivy International Small Companies Fund, Ivy International
Strategic Bond Fund, Ivy Money Market Fund, Ivy Pan-Europe Fund, Ivy South
America Fund, Ivy US Blue Chip Fund and Ivy US Emerging Growth Fund (each, a
"Fund" and collectively, the "Funds"), to attend a Special Meeting of
Shareholders (the "Special Meeting") on August 25, 1999 at 10:00 a.m., Eastern
time, at the offices of the Trust, to consider recommendations that are
important to you and your Fund(s). The proposals to be voted on at the Special
Meeting are reviewed in detail in the enclosed Notice of Special Meeting of
Shareholders and Proxy Statement.
The Board of Trustees has carefully considered the proposals to be
voted on at this Special Meeting and unanimously recommends that you vote in
favor of the proposals.
If you have any questions related to the Special Meeting and/or the
Proxy Statement, please call us at 1-800-777-6472.
Thank you for your participation in this process and your investment in
our Funds.
Sincerely,
/s/ MICHAEL G. LANDRY
Chairman of the Board
IMPORTANT: WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN YOUR PROXY
CARD(S) IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE
SPECIAL MEETING. YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES
YOU OWN.
<PAGE>
IVY FUND
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
Ivy International Fund II
Ivy International Small Companies Fund
Ivy International Strategic Bond Fund
Ivy Money Market Fund
Ivy Pan-Europe Fund
Ivy South America Fund
Ivy US Blue Chip Fund
Ivy US Emerging Growth Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
A Special Meeting of Shareholders of each of the above-listed series of
Ivy Fund (each a "Fund" and collectively, the "Funds") will be held on August
25, 1999, at 10:00 a.m. Eastern time at the offices of Ivy Fund (the "Trust"),
Via Mizner Financial Plaza, 700 South Federal Highway, Boca Raton, Florida 33432
for the following purposes:
PROPOSAL 1: With respect to each Fund, to approve or disapprove the
revision of certain fundamental investment policies.
PROPOSAL 2: With respect to the Trust, to elect Trustees.
PROPOSAL 3: With respect to each Fund, to ratify or
reject the action of the Board of Trustees
in selecting PricewaterhouseCoopers LLP as
independent accountants for the fiscal year
ending December 31, 1999.
The persons appointed as proxies on the enclosed Proxy Card will vote
in their discretion on any other business as may properly come before the
Special Meeting or any adjournments thereof.
Shareholders of record at the close of business on July 9, 1999 are
entitled to notice of and to vote at the Special Meeting and at any adjournments
thereof.
In the event that the necessary quorum to transact business, or the
vote required to approve a Proposal, is not obtained at the Special Meeting, the
persons appointed as proxies on the enclosed Proxy Card may, in accordance with
applicable law, propose one or more adjournments of the Special Meeting with
respect to one or more Funds to permit further solicitation of proxies. The
persons named as proxies will vote in favor of any such adjournment those
proxies that they are entitled to vote in favor of the Proposal and will vote
against any such adjournment those proxies they have been directed to vote
against the Proposal.
By order of the Board of Trustees,
/s/ C. WILLIAM FERRIS
Secretary/Treasurer
July ____, 1999
IMPORTANT: WE URGE YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND
RETURN IT IN THE ENCLOSED ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE AND IS
INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD(S)
MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ENSURE A QUORUM
AT THE SPECIAL MEETING. IF YOU CAN ATTEND THE SPECIAL MEETING AND WISH TO VOTE
YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE ABLE TO DO SO.
<PAGE>
IVY FUND
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
Ivy International Fund II
Ivy International Small Companies Fund
Ivy International Strategic Bond Fund
Ivy Money Market Fund
Ivy Pan-Europe Fund
Ivy South America Fund
Ivy US Blue Chip Fund
Ivy US Emerging Growth Fund
PROXY STATEMENT
July __, 1999
GENERAL INFORMATION
This Proxy Statement is being furnished to you in connection with the
solicitation of proxies by the Board of Trustees of Ivy Fund (the "Trust"), the
nineteen series of which are listed above (each a "Fund" and collectively, the
"Funds"), for use at a Special Meeting of Shareholders of each Fund to be held
at the offices of the Trust, Via Mizner Financial Plaza, 700 South Federal
Highway, Boca Raton, Florida 33432, on August 25, 1999 at 10:00 a.m., Eastern
time (the "Special Meeting"), and, if the Special Meeting is adjourned, at any
adjournment thereof. The solicitation of votes is made by the mailing of this
Proxy Statement and the accompanying proxy card on or about July 19, 1999. The
proposals that will be presented at the Special Meeting (the "Proposals") are
set forth in the Notice of Special Meeting on the previous pages and are
explained in detail below. Please review this information carefully.
Shareholders of record as of July 9, 1999 (the "Record Date") are
entitled to be present and to vote at the Special Meeting or any adjournment
thereof. As of the Record Date, all of the Funds offered Class A, Class B, and
Class C shares; all Funds other than Ivy International Fund and Ivy Money Market
Fund offered Advisor Class shares; and Ivy Bond Fund, Ivy European Opportunities
Fund, Ivy Global Science & Technology Fund, Ivy International Fund, Ivy
International Fund II, Ivy International Small Companies Fund, Ivy International
Strategic Bond Fund and Ivy US Blue Chip Fund offered Class I shares.
The table provided in Appendix 1 sets forth the number of shares
outstanding for each class of shares of each Fund as of the Record Date. All
classes of shares of each Fund have the same rights, privileges and preferences,
except with respect to: (a) the effect of any applicable sales charges; (b) the
differences in their respective distribution and/or service fee arrangements;
(c) the expenses allocable exclusively to each class; (d) voting rights on
matters affecting a single class; and (e) exchange privileges. Appendix 2 lists
the persons who own beneficially 5% or more of any class of a Fund's shares. To
the best knowledge of the Trust, as of the Record Date no other person(s) owned
beneficially more than 5% of any class of any Fund. Shareholders of each Fund
will vote as a single class regardless of which class of the Fund's shares they
own.
A copy of each Fund's Annual Report for the fiscal year ended December
31, 1998 was mailed to shareholders on or about February 28, 1999. If you did
not receive an Annual Report for your Fund, you may receive one, without charge,
by writing to Ivy Mackenzie Services Corp., P.O. Box 3022, Boca Raton, Florida
33431-0922, or by calling 1-800-777-6472.
QUORUM AND ADJOURNMENT
More than 50% of the shares of each Fund entitled to vote must be
present at the Special Meeting, in person or by proxy, to have a quorum to
conduct business with respect to that Fund. More than 50% of the total shares
entitled to vote must be present, in person or by proxy, to conduct business
with respect to the Trust as a whole. If a quorum of shareholders is not
represented at the Special Meeting with respect to one or more Funds, the
Special Meeting may be adjourned until a quorum exists, or, even if a quorum is
represented, the Special Meeting may be adjourned with respect to a particular
Proposal until sufficient votes to approve that Proposal are received. The
Special Meeting may be adjourned with respect to any one Fund or with respect to
all Funds. For purposes of determining the presence of a quorum for transacting
business at the Special Meeting, abstentions and broker "non-votes" will be
treated as shares that are present but that have not been voted.1
The persons named as proxies on the enclosed Proxy Card may, in
accordance with applicable law, propose and vote for one or more adjournments of
the Special Meeting to permit further solicitation of proxies with respect to
any Proposal that did not receive the vote necessary for its passage or to
obtain a quorum. Any such adjournment as to a matter requiring a Trust-wide or a
Fund by Fund vote will require the affirmative vote of the holders of a majority
of the Trust's (or Fund's) shares present in person or by proxy at the Special
Meeting. The persons named as proxies will vote in favor of any such adjournment
those proxies that they are entitled to vote in favor of the Proposals and will
vote against any such adjournment those proxies they have been directed to vote
against the Proposals. With respect to those Proposals for which there is
represented a sufficient number of votes in favor, actions taken at the Special
Meeting will be effective irrespective of any adjournments with respect to any
other Proposals. Adjourned meetings must be held within a reasonable time after
the date originally set for the Special Meeting. Solicitation of votes may
continue to be made without any obligation to provide any additional notice of
the adjournment.
REQUIRED VOTES
Proposal 1 requires, with respect to each Fund, the affirmative vote of
a "majority of the outstanding voting securities" of the Fund. A
"majority of the outstanding voting securities" of a Fund means the
lesser of: (i) 67% of the Fund's shares present at the Special Meeting,
if the holders of more than 50% of the Fund's shares then outstanding
are present in person or by proxy; or (ii) more than 50% of the
outstanding voting securities of the Fund.2
Proposal 2 requires the affirmative vote of a plurality of the shares
of the Trust voting at the Special Meeting.
Proposal 3 requires the affirmative vote of more than 50% of the shares
of each Fund voting at the Special Meeting.
Abstentions will have the effect of a "no" vote on all Proposals. With
respect to the vote on Proposal 1, broker non-votes will have the effect of "no"
votes if the vote for a Fund is determined on the basis of the affirmative vote
of 50% of the Fund's voting shares present at the Special Meeting. Broker
non-votes will not have the effect of "yes" or "no" votes and will be
disregarded in determining (i) the voting shares present at the Special Meeting
with respect to Proposal 1, if the vote is determined on the basis of the
affirmative vote of 67% of a Fund's voting shares, and (ii) whether a majority
of a Fund's voting shares is present at the Special Meeting, with respect to
Proposals 2 and 3. The following table summarizes these voting requirements:
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Shareholders Vote required for Effect of broker
entitled to vote: approval: Effect of abstentions: non-votes:
- -------------------- ------------------- --------------------- --------------------------- ---------------------------
Proposal 1: Shareholders of A majority of the Counted as a "no" vote, Counted as a "no" vote,
- ----------
(Approval of each Fund vote shares of each Fund and if the vote is if the vote is determined
revisions to separately voting at the determined on the basis on the basis of the
certain Special Meeting (as of the affirmative vote affirmative vote of 50%
fundamental defined above) of 67% of the voting of the Fund's outstanding
investment shares present at the shares; disregarded in
policies) Special Meeting, determining the voting
disregarded in securities "present", if
determining the voting vote is determined on the
securities "present" basis of obtaining the
affirmative vote of 67%
of the voting shares
present at the Special
Meeting
- -------------------- ------------------- --------------------- --------------------------- ---------------------------
- -------------------- ------------------- --------------------- --------------------------- ---------------------------
Proposal 2: Shareholders vote A plurality of the Counted as a "no" vote Disregarded for all
- ----------
(Election of together for each shares voting at purposes
Trustees) nominee the Special Meeting
- -------------------- ------------------- --------------------- --------------------------- ---------------------------
- -------------------- ------------------- --------------------- --------------------------- ---------------------------
Proposal 3: Shareholders of Approved by more Counted as a "no" vote Disregarded for all
- ----------
(Ratification of each Fund vote than 50% of the purposes
selection of separately shares of each Fund
independent voting at the
accountants) Special Meeting
- -------------------- ------------------- --------------------- --------------------------- ---------------------------
</TABLE>
The number of shares that you are entitled to vote is the number shown
on the Proxy Card(s) accompanying this Proxy Statement. Shareholders are
entitled to one vote for each full share and a proportionate vote for each
fractional share they hold. Proxies may be revoked by written notice to Ivy
Management, Inc. ("IMI") before the Special Meeting or by attending the Meeting
and voting your shares in person. The persons appointed as proxies on the
enclosed Proxy Card will vote in their discretion on any other business as may
properly come before the Special Meeting or any adjournments or postponements
thereof. Additional matters would only include those that were not anticipated
as of the date of this Proxy Statement.
PROPOSAL 1: APPROVAL OF REVISIONS TO CERTAIN
FUNDAMENTAL INVESTMENT POLICIES
The Investment Company Act of 1940 (the "1940 Act") requires an
investment company to adopt certain investment policies that, once adopted,
cannot be changed without a shareholder vote (commonly referred to as
"fundamental policies" or "fundamental restrictions"). With few exceptions, each
Fund's fundamental policies were adopted by the Fund's Trustees before the Fund
commenced operations and reflected then-prevailing regulatory, business and/or
industry conditions. In anticipation of the Special Meeting, there has been a
review of each fund's fundamental policies with the goal of both modernizing
them and making them consistent for all Funds (with such minor variations as are
appropriate in light of a given Fund's particular investment emphasis), and to
simplify certain language in light of significant changes to the Funds'
Prospectuses that have been made in response to recent directives from the
Securities and Exchange Commission (the "Commission") that fund disclosure
documents be written more clearly. Proposal 1 seeks shareholder approval of
changes that are intended to accomplish this goal.
Each of the fundamental policies proposed for adoption by each Fund's
shareholders relates to an investment practice about which the 1940 Act requires
that a fund adopt a fundamental policy.3 The limitations imposed by several of
the proposed fundamental policies (e.g., "borrowing" and "senior securities")
are not spelled out in detail, but rather are determined by reference to the
provisions of the 1940 Act, the rules thereunder, and applicable interpretations
of the Commission or its staff. The substantive features of these limitations
are described below. A complete list of the proposed restrictions is set forth
in Exhibit A. Each Fund's current fundamental investment restrictions are set
forth in Exhibit B.
Each Fund expects to retain, as a matter of non-fundamental policy, any
currently existing fundamental policy that would be eliminated (or significantly
modified) by the adoption of the proposed fundamental policies, unless the
Trustees, including those Trustees who are not "interested" persons of the Fund,
within the meaning of the 1940 Act (the "Independent Trustees"), determine that
it is consistent with the best interests of the Fund and its shareholders that
such policies and/or restrictions be revised or eliminated altogether. A Fund's
non-fundamental policies may be changed by the Trustees without shareholder
approval.
Shareholders will be asked to vote on each proposed fundamental policy
separately on the enclosed proxy card(s).
PROPOSAL 1.1: DIVERSIFICATION (All Funds other than Ivy International
Strategic Bond Fund and Ivy South America Fund)
Proposed policy: The Fund has elected to be classified as a diversified
series of an open-end investment company.
Each Fund to which this proposal applies is a "diversified" fund under
the 1940 Act. The 1940 Act defines a "diversified fund" as one that, with
respect to 75% of its assets, does not purchase more than 10% of the outstanding
voting securities of any one issuer or have more than 5% of its total assets
invested in any one issuer, with exceptions for cash items, U.S. Government
securities and securities of other investment companies.
The current diversification policies of each Fund other than Ivy Growth
Fund, Ivy Growth with Income Fund, Ivy International Fund II and Ivy Money
Market Fund are substantially identical to the 1940 Act definition of a
diversified fund.4 Accordingly, the proposed diversification policy does not
represent a substantive change for any of these Funds.
Each of Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International
Fund II and Ivy Money Market Fund has a diversification policy that is
consistent with the ownership percentage limits specified in the 1940 Act
definition, but is applied with respect to 100% of the Fund's assets. The
adoption of the proposed policy (which applies to only 75% of each Fund's
assets) would therefore cause these Funds to have less restrictive
diversification requirements than they now have. Finally, Ivy International Fund
II does not have a stated policy prohibiting the purchase of more than 10% of
the voting securities of any one issuer. As a diversified fund, however, Ivy
International Fund II must comply with the 10% restriction on the purchase of
the securities of a single issuer that is part of the 1940 Act definition of
"diversified company," whether or not the Fund's policy in this regard is
stated. Accordingly, the proposed policy would not represent a substantive
change with respect to this aspect of each Fund's diversification policy.
PROPOSAL 1.2: BORROWING
(For all Funds)
Proposed policy: The Fund will not borrow money, except as permitted
under the Investment Company Act of 1940, as amended, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
The 1940 Act permits a fund to borrow money in amounts equal to 50% of
the fund's total assets from banks, so long as the fund maintains asset coverage
of 300% for all outstanding borrowings.5 A fund must reduce the amount of its
borrowings within three days if its asset coverage falls below 300%.
Ivy Asia Pacific Fund, Ivy Developing Nations Fund, Ivy European
Opportunities Fund, Ivy Global Natural Resources Fund, Ivy Global Science &
Technology Fund, Ivy International Fund II, Ivy International Small Companies
Fund, Ivy Pan-Europe Fund and Ivy South America Fund are permitted under their
current fundamental policies (either explicitly or implicitly, insofar as a
particular asset coverage requirement is not specified) to borrow to the maximum
extent permitted under the 1940 Act. As such, the proposed borrowing policy does
not represent a substantive change to these Funds' current borrowing ability.6
By contrast, each of the other Funds currently has a more restrictive
fundamental borrowing policy that would be relaxed if the proposed fundamental
policy were adopted. Specifically, Ivy International Strategic Bond Fund is
currently prohibited from borrowing amounts in excess of 20% of its total assets
(which is equivalent to a minimum asset coverage of 500%), and Ivy Bond Fund,
Ivy China Region Fund, Ivy Global Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund, Ivy Money Market Fund, Ivy US Blue Chip Fund and
Ivy US Emerging Growth Fund are prohibited from borrowing amounts in excess of
10% of their respective total assets (which is equivalent to a minimum asset
coverage of 1000%).7 The proposed policy would therefore represent a substantive
change to these Funds' borrowing policies.
In addition to the asset coverage requirements discussed above, each
Fund currently has a fundamental policy that limits the purposes for which the
fund may borrow (e.g., only for temporary and/or emergency purposes). Ivy US
Blue Chip Fund may also borrow money "where investment transactions might
advantageously require it". Under the proposed borrowing policy, none of the
Funds would be restricted as to the purposes for which they are allowed to
borrow. However, if the Trustees determine with respect to any Fund to permit
borrowing for other purposes, which they currently do not intend to do, the
applicable Fund's disclosure documents would be amended to disclose that fact.
Although the Trustees do not currently intend to permit a Fund to borrow for
investment leverage purposes, such borrowings would increase the Fund's
volatility and the risk of loss in a declining market.
Finally, Ivy US Blue Chip Fund and Ivy International Strategic Bond
Fund are expressly permitted under their current fundamental borrowing policies
to borrow money in connection with reverse repurchase agreements, so long as
they maintain asset coverage for such borrowings of at least 300%. Since the
proposed policy makes no reference to reverse repurchase agreements, it would
have the effect of lifting the 300% asset coverage requirement for such
borrowings that currently applies to these two Funds. However, a Fund would
enter into reverse repurchase agreements only in accordance with applicable
regulatory restrictions.8
As noted above, it is expected that any special restrictions contained
in a Fund's current borrowing policies (whether characterized as "fundamental"
or "non-fundamental") will continue to apply as a matter of non-fundamental
policy if the proposed borrowing policy is adopted, and as such could not be
changed without the Board approval. Should the Trustees determine with respect
to any Fund that it be permitted to borrow in a less restrictive manner, the
Fund's disclosure documents would be amended accordingly.
PROPOSAL 1.3: SENIOR SECURITIES
(For all Funds)
Proposed restriction: The Fund will not issue senior securities, except
as permitted under the Investment Company Act of 1940, as amended, and
as interpreted or modified by regulatory authority having jurisdiction,
from time to time.
The 1940 Act prohibits a registered open-end investment company from
issuing any class of senior security or selling any senior security of which it
is the issuer.9 Applicable provisions under the 1940 Act except from the
definition of "senior security" certain debt obligations evidencing permitted
borrowings and the issuance of separate classes or series of a fund's shares.
Each Fund currently has a fundamental policy that prohibits it from issuing
senior securities, except in connection with permitted indebtedness. Most of the
Funds also expressly except from their senior security restrictions the issuance
of separate classes or series of shares.10 Since the exceptions stated in each
Fund's current policy are expressly excluded from the definition of "senior
security" under the 1940 Act (or are interpreted to be excluded by pertinent
regulatory authorities), the Trustees believe that it is no longer necessary
that they be identified expressly (i.e., it is sufficient for these purposes to
define the limits that apply to each Fund in this regard by reference to the
1940 Act and related authorities).
PROPOSAL 1.4: UNDERWRITING
(For all Funds)
Proposed restriction: The Fund will not engage in the business of
underwriting securities issued by others, except to the extent that the
Fund may be deemed to be an underwriter in connection with the
disposition of portfolio securities.
The 1940 Act prohibits a diversified fund from making any commitment as
an underwriter if doing so would cause the total of the fund's existing
underwriting commitments, plus the value of its investments in companies (other
than other investment companies) of which it owns more than 10% of the
outstanding voting securities, to be greater than 25% of the fund's total
assets. The proposed restriction is not materially different from the existing
restriction for each Fund, and has simply been reworded for clarification.11
PROPOSAL 1.5: REAL ESTATE
(For all Funds)
Proposed restriction: The Fund will not purchase or sell real estate
(which term does not include securities of companies that deal in real
estate or mortgages or investments secured by real estate or interests
therein), except that the Fund may hold and sell real estate acquired
as a result of the Fund's ownership of securities.
The 1940 Act requires that a fund state its policy with regard to
investing in real estate, but does not identify any specific restrictions with
regard to such investments. Each Fund currently has a fundamental policy
prohibiting its investment in real estate, with certain exceptions that are
consistent with the provisions of the 1940 Act. The proposed restriction
therefore represents a rewording of each Fund's existing policy primarily for
clarification.12
PROPOSAL 1.6: COMMODITIES
(For all Funds other than Ivy Global Natural Resources Fund13)
Proposed restriction: The Fund will not purchase physical commodities
or contracts relating to physical commodities, although the Fund may
invest in commodities futures contracts and options thereon to the
extent permitted by its Prospectus.
The 1940 Act requires that a fund state its policy with regard to
purchasing commodities, but does not prescribe any restrictions with regard to
such policies.14
Each Fund (other than Ivy Global Natural Resources Fund) currently has
a fundamental policy prohibiting its investment in commodities. The fundamental
policies for Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy European Opportunities
Fund, Ivy Global Fund, Ivy Global Natural Resources Fund, Ivy Global Science and
Technology Fund, Ivy International Small Companies Fund, Ivy International
Strategic Bond Fund, Ivy Pan-Europe Fund and Ivy US Blue Chip Fund contain
exceptions for certain derivative investment transactions relating to
commodities (such as commodities futures contracts and related options). The
proposed restriction is therefore consistent with these Funds' current policies.
The current policies for Ivy China Region Fund, Ivy Developing Nations Fund, Ivy
Growth Fund, Ivy Growth with Income Fund, Ivy International Fund, Ivy
International Fund II, Ivy Money Market Fund, Ivy South America Fund, and Ivy US
Emerging Growth Fund do not contain such exceptions, but these Funds are
implicitly permitted to engage in such transactions because they are not
expressly prohibited.15
PROPOSAL 1.7: LOANS
(For all Funds)
Proposed restriction: The Fund will not make loans to other persons,
except (i) loans of portfolio securities, and (ii) to the extent that
entry into repurchase agreements and the purchase of debt instruments
or interests in indebtedness in accordance with the Fund's investment
objective and policies may be deemed to be loans.
The 1940 Act prohibits a fund from lending money or property if the
fund's investment policies do not permit such loans, and prohibits altogether
loans to persons that control or are under common control with the fund. The
proposed restriction is more restrictive that the requirements of the 1940 Act.
The proposed policy is not, however, materially different from the existing
lending policy for the majority of the Funds (i.e., it has simply been reworded
for clarification). The proposed restriction does represent a substantive change
to the current policies of Ivy Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund, Ivy Money Market Fund, Ivy US Blue Chip Fund and Ivy US
Emerging Growth Fund, which prohibit these Funds from lending portfolio
securities. It is expected that the special lending restriction for each of
these Funds would be retained as a non-fundamental policy.
PROPOSAL 1.8: CONCENTRATION
(For all Funds other than Ivy Money Market Fund)
Proposed restriction: The Fund will not concentrate its investments in
a particular industry, as the term "concentrate" is interpreted in
connection with the Investment Company Act of 1940, as amended, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time.
(For Ivy Money Market Fund)
Proposed restriction: The Fund will not concentrate its investments in
a particular industry, as the term "concentrate" is interpreted in
connection with the Investment Company Act of 1940, as amended, and as
interpreted or modified by regulatory authority having jurisdiction,
from time to time, although the Fund may concentrate its investments in
instruments issued by domestic banks in accordance with its Prospectus
and applicable law.
The 1940 Act currently requires that a fund state whether it intends to
concentrate its investments in a particular industry, but does not define the
term "concentrate." The Commission staff has taken the position that investment
of more than 25% of a fund's assets in an industry constitutes concentration. If
a fund concentrates in an industry, it must at all times have more than 25% of
its assets invested in that industry, and if its policy is not to concentrate,
it may not invest more than 25% of its assets in the applicable industry
(unless, in either case, the fund discloses the specific conditions under which
it will change from concentrating to not concentrating, or vice versa).16 Each
Fund has a fundamental policy prohibiting it from investing more than 25% of its
total assets in any one industry. The proposed restriction therefore does not
represent a substantive change to any Fund's existing policy, and has simply
been reworded for clarification and to permit investment flexibility in the
event that the Commission staff should change its position as to what
constitutes "concentration."
Money market funds may invest more than 25% of their assets in domestic
bank obligations without running afoul of the Commission's position on
concentration. The fundamental policy for Ivy Money Market Fund has been
adjusted accordingly.
REQUIRED VOTE
Approval of the proposed changes to each Fund's fundamental policies
requires the affirmative vote of a "majority of the [Fund's] outstanding voting
securities", as described more fully above. If a Fund's shareholders fail to
approve any proposed fundamental policy, the Fund's current policy in that
regard will remain in effect. The Trustees unanimously recommend that the
shareholders of each Fund vote in favor of each item in this Proposal 1 (as it
affects their Fund).
PROPOSAL 2: ELECTION OF TRUSTEES
At the Special Meeting, four Trustees will be proposed for election to
the Trust's Board of Trustees. For these purposes, the Trustees have approved
the nomination of Keith J. Carlson, Stanley Channick, Roy J. Glauber and Edward
M. Tighe. The persons named as proxies on the enclosed Proxy Card will vote for
the election of these nominees unless you withhold authority to vote for any or
all of the nominees in your proxy. Each Trustee so elected will serve as a
Trustee of the Trust until the next meeting of shareholders, if any, called for
the purpose of electing Trustees, unless he is sooner succeeded as provided in
the Trust's Declaration of Trust (e.g., by death, resignation, removal or
disqualification).
Each of the nominees has indicated that he is willing to serve as a
Trustee. If any or all of the nominees should become unavailable for election
due to events not now known or anticipated, the persons named as proxies will
vote for such other nominee or nominees as the Trustees may recommend. The
following table sets forth certain information concerning the current Trustees
and the nominees. Unless otherwise noted, each of the Trustees and nominees has
engaged in the principal occupation listed in the following table for more than
five years, but not necessarily in the same capacity.
NOMINEES:
<TABLE>
<S> <C>
Present Office with the Trust (Date Nominee Became Trustee), Principal Occupation
Name (Age) or Employment and Directorships
Keith J. Carlson* (42) Trustee (1996-present); Senior Vice President of Mackenzie Investment Management
Inc. ("MIMI") (1996 - present); Senior Vice President and Director of MIMI (1994 -
1996); Senior Vice President and Treasurer of MIMI (1989-1994); Senior Vice
President and Director of Ivy Management, Inc. ("IMI") (1994-present); Senior Vice
President, Treasurer and Director of IMI (1992-1994); Vice President of The
Mackenzie Funds Inc. ("MFI") (1987-1995); Senior Vice President and Director, Ivy
Mackenzie Services Corp. ("IMSC") (1996-present); President and Director of IMSC
(1993-1996); Trustee and President of Mackenzie Series Trust ("MST") (1996-1998);
Vice President of MST (1994-1998); Treasurer of MST (1985-1994); President, Chief
Executive Officer and Director of Ivy Mackenzie Distributors, Inc. ("IMDI")
(1994-present); Executive Vice President and Director of IMDI. (1993-1994); Trustee
of MST (1996-1998).
Stanley Channick (75) Trustee (1996-present); President and Chief Executive Officer, The Whitestone
Corporation (insurance agency); Chairman, Scott Management Company (administrative
services for insurance companies); President, The Channick Group (consultants to
insurance companies and national trade associations); Trustee of MST (1994-1998);
Director of MFI (1994-1995).
Roy J. Glauber (73) Trustee (1996-present); Mallinckrodt Professor of Physics, Harvard University
(1974-present); Trustee of MST (1994-1997).
Edward M. Tighe (56) Chief Executive Officer, CITCO Technology Management, Inc. ("CITCO") (computer
software development and consulting) (1999-present); President and Director, Global
Technology Management, Inc. (CITCO's predecessor) (1992-1998); Managing Director,
Global Mutual Fund Services, Ltd. (financial services firm); President, Director
and Chief Executive Officer, Global Mutual Fund Services, Inc. (1994-present).
</TABLE>
- -------------------------------
* Trustees considered by the Trust and their counsel to be "interested
persons" (as defined in the 1940 Act) of the Funds or of their
investment manager because of their employment by the investment
manager and, in some cases, holding offices with the Trust.
CURRENT TRUSTEES NOT STANDING FOR RE-ELECTION:
<TABLE>
<S> <C>
Present Office with the Trust (Date Nominee Became Trustee), Principal Occupation
Name (Age): Or Employment and Directorships:
John S. Anderegg, Jr. (75) Trustee (1992 -present); Chairman, Dynamics Research Corp. (instruments and
controls); Director, Burr-Brown Corp. (operational amplifiers); Director, Metritage
Incorporated (level measuring instruments); Trustee of MST (1992-1998).
Paul H. Broyhill (75) Trustee (1992-present); Chairman, BMC Fund, Inc.; Chairman, Broyhill Family
Foundation, Inc.; Chairman and President, Broyhill Investments, Inc.; Chairman,
Broyhill Timber Resources; Manager of a personal portfolio of fixed-income and
equity investments (1983-present); Trustee of MST (1988-1998); Director of MFI
(1988-1995).
Frank W. DeFriece, Jr. (78) Trustee (1992-present);
Director, Manager and Vice President, Director
and Fund Manager, Massengill-DeFriece
Foundation (charitable organization); Trustee
and Vice Chairman, East Tennessee Public
Communications Corp. (WSJK-TV); Trustee of MST
(1985-1998); Director of MFI (1987-1995).
Michael G. Landry* (52) Trustee (1992-present); President, Chief Executive Officer and Director of MIMI
(1987-present); President, Director and Chairman of IMI (1992-present); Chairman
and Director of IMSC (1993-present); Chairman and Director of IMDI (1994-present);
Director and President of IMDI (1993-1994); Director and President of MFI
(1987-1995); Trustee of MST (1987-1998); President of MST (1987-1996); Chairman of
MST (1996-1998).
Joseph G. Rosenthal (64) Trustee (1992-present);
Chartered Accountant; Trustee of MST
(1985-1998); Director of MFI (1987-1995).
Richard N. Silverman (75) Trustee (1992-present);
Director, Newton-Wellesley Hospital; Director,
Beth Israel Hospital; Director, Boston Ballet;
Director, Boston Children's Museum; Director,
Brimmer and May School; Director, Goodwill
Industries.
J. Brendan Swan (69) Trustee (1992-present); Chairman and C.E.O., Airspray International, Inc.
(environmentally sensitive packaging company); Joint Managing Director, Airspray
International B.V.; Director of Polyglass LTD.; Director, MFI (1992-1995); Trustee
of MST (1992-1998).
</TABLE>
- --------------------------------
* Trustees considered by the Trust and their counsel to be "interested
persons" (as defined in the 1940 Act) of the Funds or of their
investment manager because of their employment by the investment
manager and, in some cases, holding offices with the Trust.
The table below sets forth the number of shares of each Fund owned
directly or beneficially by the nominees to the Board of Trustees (as well as
any existing Trustees) as of _________, 1999. Nominees or Trustees who do not
own any shares have been omitted from the table. Funds that are not owned by any
nominees or Trustees are also omitted from the table.
<TABLE>
<S> <C> <C> <C> <C>
Shares Shares owned by all current Trustees and
Fund (Class) Name Position owned Officers as a Group
</TABLE>
(1) The information as to beneficial ownership is based on statements
furnished to the Trust by each Trustee and nominee. Unless otherwise
noted, beneficial ownership is based on sole voting and investment
power. Each Trustee's and nominee's individual share holdings of any
Fund constitutes less than 1/4 of 1% of the shares outstanding of such
Fund.
RESPONSIBILITIES OF THE BOARD--BOARD AND COMMITTEE MEETINGS
The Board of Trustees of the Trust is responsible for the general
oversight of Fund business. A majority of the Board's members are not affiliated
with IMI (the "non-interested Trustees"). The non-interested Trustees have
primary responsibility for assuring that each Fund is managed in a manner
consistent with the best interests of its shareholders.
The Board of Trustees meets at least quarterly to review the investment
performance of the Funds and other operational matters, including policies and
procedures designed to assure compliance with various regulatory requirements.
At least annually, the non-interested Trustees review the fees paid to the IMI
and its affiliates for investment advisory services and other administrative and
shareholder services. In connection with this review, the Trustees evaluate each
Fund's investment performance, the quality and efficiency of the various other
services provided, costs incurred by the IMI and its affiliates, and comparative
information regarding fees and expenses of competitive funds (among other
things). They are assisted in this process by the Funds' independent public
accountants (see Proposal 3 below) and by independent legal counsel selected by
the non-interested Trustees. In addition, the non-interested Trustees from time
to time have established and served on task forces and subcommittees focusing on
particular matters such as investment, accounting, insurance and compensation
issues.
The Board of the Trust has an Audit Committee and a Nominating
Committee, the responsibilities of which are described below.
AUDIT COMMITTEE
The Board has an Audit Committee consisting of three non-interested
Trustees. The Audit Committee reviews with management and the independent
accountants for each Fund, among other things, the scope of the audit and the
controls of each Fund and its agents, reviews and approves in advance the type
of services to be rendered by the independent accountants, recommends the
selection of independent accountants for each Fund to the Board and, in general,
considers and reports to the Board on matters regarding each Fund's accounting
and bookkeeping practices.
NOMINATING COMMITTEE
The Board has a Nominating Committee consisting of three non-interested
Trustees. The Nominating Committee is responsible for making nominations for
Non-Interested Trustees and consideration of other related matters.
Shareholders' recommendations as to nominees received by management are referred
to the Committee for its consideration and action.
The following chart sets forth the number of meetings of the Board and its
various Committees during the calendar year ending December 31, 1998.
NUMBER OF MEETINGS HELD DURING THE CALENDAR YEAR 1998
Meeting Number of Meetings
Board of Trustees
Audit Committee
Nominating Committee
-----------------
In addition to the Board and committee meetings listed above, the
Trustees attended various other meetings during the year, including meetings
with their independent legal counsel and informational meetings.
EXECUTIVE OFFICERS
The following persons are Executive Officers of the Trusts:
Name (Age) Principal Occupation Present Office with
the Trust (year first became an
officer)
COMPENSATION OF TRUSTEES AND OFFICERS
The Trust pays each of its non-interested Trustees an annual Trustee's
fee plus specified amounts for Board and committee meetings attended and
compensates him or her for expenses related to Trust business.
IMI supervises each Fund's investments, pays the compensation and
certain expenses of its personnel who serve as Trustees and officers of the
Trust and receives a management fee for its services. Several of the Trust's
officers and Trustees are also officers, Trustees, employees or shareholders of
Mackenzie Investment Management Inc. and participate in the fees paid to that
firm, although the Trust makes no direct payments to them other than for
reimbursement of travel expenses in connection with their attendance at
Trustees' and committee meetings.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Trustees who receive compensation from the Trust.
Column (2) Aggregate compensation received by each Trustee of the
Trust during the calendar year ending December 31, 1998.
COMPENSATION TABLE
(1) (2)
NAME OF TRUSTEE AGGREGATE COMPENSATION
John S. Anderegg, Jr. $18,000
Paul H. Broyhill $18,000
Keith J. Carlson $0
Stanley Channick $18,000
Frank W. DeFriece, Jr. $18,000
Roy J. Glauber $18,000
Michael G. Landry $0
Joseph G. Rosenthal $18,000
Richard N. Silverman $18,000
J. Brendan Swan $17,000
REQUIRED VOTE
Election of each of the listed nominees for Trustee requires the
affirmative vote of a plurality of the votes of the Trust cast at the Special
Meeting in person or by proxy. The Trustees of the Trust unanimously recommend
that the shareholders of the Funds vote in favor of each of the nominees listed
in this Proposal 2.
PROPOSAL 3: RATIFICATION OR REJECTION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on February 5-6, 1999, the Board of Trustees of the
Trust, including a majority of the non-interested Trustees, appointed
PricewaterhouseCoopers LLP ("PWC") to act as independent accountants for the
Funds for the fiscal year ending December 31, 1999. PWC (formerly Coopers &
Lybrand LLP) has, with limited exceptions, audited each Fund's financial
statements since its inception.17
PWC has represented that it has no direct financial interest or
material indirect financial interest in the Trust or any of the Funds. One or
more representatives of PWC are expected to be present at the Special Meeting
and will have an opportunity to make a statement if they so desire. Such
representatives are expected to be available to respond to appropriate questions
posed by shareholders or management.
REQUIRED VOTE
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the outstanding voting shares of each Fund
cast at the Special Meeting (in person or by proxy). The Trustees unanimously
recommend that shareholders ratify the selection of PWC as the Funds'
independent accountants.
ADDITIONAL INFORMATION
GENERAL
The cost of preparing, printing and mailing the enclosed proxy card and
Proxy Statement and all other costs incurred in connection with the solicitation
of proxies, including any additional solicitation made by letter, telephone or
telegraph, will be borne by the Trust. In addition to solicitation by mail,
certain officers and representatives of the Trust, officers and employees of IMI
and certain financial services firms and their representatives, who will receive
no extra compensation for their services, may solicit proxies by telephone,
telegram or personally.
Shareholder Communications Corporation ("SCC") has been engaged to
assist in the solicitation of proxies. It is anticipated that the cost of SCC's
solicitation services, which is being borne by the Trust, will be approximately
$______. As the Special Meeting date approaches, certain shareholders of the
Fund may receive a telephone call from a representative of SCC if their votes
have not yet been received. Authorization to permit SCC to execute proxies may
be obtained by telephonic or electronically transmitted instructions from
shareholders of the Fund. Proxies that are obtained telephonically will be
recorded in accordance with the procedures set forth below. These procedures are
reasonably designed to ensure that the identity of the shareholder casting the
vote is accurately determined and that the voting instructions of the
shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the SCC
representative is required to ask for each shareholder's full name, address,
social security or employer identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a Trust), and the number of
shares owned, and to confirm that the shareholder has received the proxy
materials in the mail. If the information solicited agrees with the information
provided to SCC, then the SCC representative has the responsibility to explain
the process, read the proposal on the proxy card, and ask for the shareholder's
instructions on the proposal. The SCC representative, although he or she is
permitted to answer questions about the process, is not permitted to recommend
to the shareholder how to vote, other than to read any recommendation set forth
in the Proxy Statement. SCC will record the shareholder's instructions on the
card. Within 72 hours, the shareholder will be sent a letter or mailgram to
confirm his or her vote and asking the shareholder to call SCC immediately if
his or her instructions are not correctly reflected in the confirmation.
If a shareholder wishes to participate in the Special Meeting, but does
not wish to give a proxy by telephone, the shareholder may still submit the
proxy card originally sent with the Proxy Statement or attend in person.
OTHER BUSINESS
Management of the Trust knows of no other business to be presented at
the Special Meeting other than the matters set forth in this Proxy Statement. If
any other business properly comes before the Special Meeting, the proxies will
exercise their best judgment in deciding how to vote on such matters.
SHAREHOLDER PROPOSALS
The Declaration of Trust and the By-Laws of the Trust provide that the
Trust need not hold annual shareholder meetings, except as required by the 1940
Act. Therefore, it is probable that no annual meeting of shareholders will be
held later this year or in subsequent years until so required. For those years
in which annual shareholder meetings are held, proposals that shareholders of a
Fund intend to present for inclusion in the proxy materials with respect to the
annual meeting of shareholders must be received by the Trust within a reasonable
period of time before the solicitation is made. The timely submission of a
proposal does not guarantee its inclusion.
PLEASE COMPLETE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
SELF-ADDRESSED POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME
PRIOR TO THE SPECIAL MEETING BY WRITTEN NOTICE TO IMI OR BY SUBMITTING A PROXY
CARD BEARING A LATER DATE.
By order of the Board of Trustees,
/s/ C. WILLIAM FERRIS
Secretary/Treasurer
<PAGE>
APPENDIX 1
FUND SHARES OUTSTANDING
Holders of record of the shares of each Fund as of the close of
business on July 9, 1999 (the "Record Date") will be entitled to one vote per
share with respect to any matter presented for consideration at the Special
Meeting on which such shareholders are entitled to vote. The table below sets
forth the number of shares outstanding for each Fund as of June 30, 1999.
Number of Shares Outstanding
Fund: as of June 30, 1999:
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 _______________________
Ivy International Fund II _______________________
Ivy International Small Companies Fund _______________________
Ivy International Strategic Bond Fund _______________________
Ivy Money Market Fund _______________________
Ivy Pan-Europe Fund _______________________
Ivy South America Fund _______________________
Ivy US Blue Chip Fund _______________________
Ivy US Emerging Growth Fund _______________________
<PAGE>
APPENDIX 2
BENEFICIAL OWNERS OF 5% OR MORE OF ANY CLASS OF A FUND
Name of Fund and Class of Shares: Name and Address of Beneficial Owner:
Number and Percent of Shares:
- ----------------------
* Mackenzie Investment Management Inc. is both the shareholder of record
and beneficial owner of the shares noted. Each of the other entities
set forth above is the shareholder of record and may be deemed to be
the beneficial owner of certain of the shares listed for certain
purposes under the securities laws, although they generally do not have
an economic interest in these shares and would ordinarily disclaim any
beneficial ownership therein.
<PAGE>
EXHIBIT A
PROPOSED FUNDAMENTAL INVESTMENT RESTRICTIONS
All Funds except Ivy International Strategic Bond Fund and Ivy South
America Fund:
The Fund has elected to be classified as a diversified series of an
open-end investment company.
All Funds except Ivy Global Natural Resources Fund:
The Fund will not purchase physical commodities or contracts relating
to physical commodities.
All Funds other than Ivy Money Market Fund:
The Fund will not concentrate its investments in a particular industry,
as the term "concentrate" is interpreted in connection with the
Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time.
Ivy Money Market Fund:
The Fund will not concentrate its investments in a particular industry,
as the term "concentrate" is interpreted in connection with the
Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time, although the Fund may concentrate its investments in instruments
issued by domestic banks and U.S. Government securities in accordance
with its Prospectus and applicable law.
In addition, as a matter of fundamental policy, each Fund will not:
1. borrow money, except as permitted under the Investment Company
Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time;
2. issue senior securities, except as permitted under the
Investment Company Act of 1940, as amended, and as interpreted
or modified by regulatory authority having jurisdiction, from
time to time;
3. engage in the business of underwriting securities issued by
others, except to the extent that the Fund may be deemed to be
an underwriter in connection with the disposition of portfolio
securities;
4. purchase or sell real estate (which term does not include
securities of companies which deal in real estate or mortgages
or investments secured by real estate or interests therein),
except that the Fund may hold and sell real estate acquired as
a result of the Fund's ownership of securities; or
5. make loans to other persons, except (i) loans of portfolio
securities, and (ii) to the extent that entry into repurchase
agreements and the purchase of debt instruments or interests
in indebtedness in accordance with the Fund's investment
objective and policies may be deemed to be loans.
* * * * *
<PAGE>
EXHIBIT B
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS
Ivy Asia Pacific Fund
As a matter of fundamental policy, the Fund may not:
(1) 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.
(2) 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;
(3) 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;
(4) 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;
(5) 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);
(6) 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;
(7) 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;
(8) Participate in an underwriting or selling group in connection with
the public distribution of securities except for its own capital
stock; or
(9) 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>
Ivy Bond Fund
As a matter of fundamental policy, the Fund may not:
(1) Invest in real estate, real estate mortgage loans, commodities,
commodity futures contracts or interests in oil, gas and/or mineral
exploration or development programs, although the Fund may purchase and
sell (a) securities which are secured by real estate, (b) securities of
issuers which invest or deal in real estate, and (c) futures contracts
as described in the Fund's prospectus;
(2) Make investments in securities for the purpose of exercising control
over or management of the issuer;
(3) Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions. The deposit or payment by
the Fund of initial or variation margin in connection with futures
contracts or relate options transactions is not considered the purchase
of a security on margin;
(4) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of publicly distributed
debt securities, (b) the lending of portfolio securities (provided that
the loan in secured continuously by collateral consisting of U.S.
Government securities or cash or cash equivalents maintained on daily
market-to-market basis in an amount at least equal to the current
market value of the securities loaned), or (c) the entry into
repurchase agreements with banks or broker-dealers;
(5) 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;
(6) Mortgage, pledge, hypothecate or in any manner transfer, as security
for indebtedness, any securities owned or held by the Fund (except as
may be necessary in connection with permitted borrowings and then not
in excess of 20% of the Fund's total assets); provided, however, this
does not prohibit escrow, collateral or margin arrangements in
connection with its use of options, short sales, futures contracts and
options on future contracts;
(7) 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;
(8) 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;
(9) Participate on a joint or a joint and several basis in any trading
account in securities. The "bunching" of orders of the Fund -- or of
the Fund and of other accounts under the investment management of the
persons rendering investment advice to the Fund -- for the sale or
purchase of portfolio securities shall not be considered participation
in a joint securities trading account;
(10) Act as an underwriter of securities;
(11) 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
(12) Make short sales of securities or maintain a short position.
<PAGE>
Ivy China Region Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary purposes where investment
transactions might advantageously require it. Any such loan may not be
for a period in excess of 60 days, and the aggregate amount of all
outstanding loans may not at any time exceed 10% of the value of the
total assets of the Fund at the time any such loan is made;
(2) purchase securities on margin;
(3) sell securities short;
(4) 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);
(5) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own
capital stock;
(6) 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;
(7) purchase or sell real estate or commodities and commodity contracts;
(8) 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;
(9) 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 or
purposes of this restriction; or
(10) 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.
<PAGE>
Ivy Developing Nations Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary or emergency purposes; provided
that the Fund Maintains asset coverage of 300% for all borrowings;
(2) purchase securities on margin;
(3) sell securities short;
(4) 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 investor 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);
(5) participate in the underwriting or selling group in connection with
the public distribution of securities except for its own capital
stock;
(6) 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 a brokers for the Fund for customary commissions to the extent
permitted by the Investment Company Act of 1940;
(7) purchase or sell real estate or commodities and commodity contracts;
(8) 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;
(9) 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
(10) 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 the issuer; provided,
however, that up to 25% of the value of the Fund's total assets may be
invested without regard to these limitations.
<PAGE>
Ivy European Opportunities Fund
As a matter of fundamental policy, the Fund may not:
(1) 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;
(2) 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;
(3) 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;
(4) 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;
(5) 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;
(6) make investments in securities for the purpose of exercising control
over or management of the issuer;
(7) 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;
(8) borrow money, except for temporary, extraordinary or emergency
purposes, and provided that the Fund maintains asset coverage of 300%
for all borrowings; or
(9) 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.
<PAGE>
Ivy Global Fund
As a matter of fundamental policy, the Fund may not:
(1) 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.
(2) 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;
(3) 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;
(4) 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;
(5) Make investments in securities for the purpose of exercising control
over or management of the issuer;
(6) 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;
(7) 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;
(8) 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;
(9) 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;
(10) 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;
(11) 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
(12) 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").
<PAGE>
Ivy Global Natural Resources Fund
As a matter of fundamental policy, the Fund may not:
(1) 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;
(2) 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;
(3) 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;
(4) 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;
(5) 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;
(6) make investments in securities for the purpose of exercising control
over or management of the issuer;
(7) 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;
(8) 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;
(9) 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
(10) 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 SAI.
<PAGE>
Ivy Global Science & Technology Fund
As a matter of fundamental policy, the Fund may not:
(1) 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;
(2) purchase securities on margin;
(3) sell securities short, except for short sales "against the box";
(4) 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;
(5) 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;
(6) 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;
(7) 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;
(8) 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;
(9) 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
(10) 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.
<PAGE>
Ivy Growth Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary purposes where investment
transactions might advantageously require it. Any such loan may not be
for a period in excess of 60 days, and the aggregate amount of all
outstanding loans may not at any time exceed 10% of the value of the
total assets of the Fund at the time any such loan is made;
(2) purchase securities on margin;
(3) sell securities short;
(4) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements or (b) the purchase
of publicly distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or corporate bonds,
debentures and other securities of a type customarily purchased by
institutional investors or publicly traded in the securities markets;
(5) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(6) 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;
(7) purchase or sell real estate or commodities and commodity contracts;
(8) 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;
(9) 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;
(10) 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);
(11) hold more than 10% of the voting securities of any one issuer (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities and instrumentalities); or
(12) purchase the securities of any other open-end investment company,
except as part of a plan of merger or consolidation.
<PAGE>
Ivy Growth with Income Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary purposes where investment
transactions might advantageously require it. Any such loan may not be
for a period in excess of 60 days, and the aggregate amount of all
outstanding loans may not at any time exceed 10% of the value of the
total assets of the Fund at the time any such loan is made;
(2) purchase securities on margin;
(3) sell securities short;
(4) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements or (b) the purchase
of publicly distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or corporate bonds,
debentures and other securities of a type customarily purchased by
institutional investors or publicly traded in the securities markets;
(5) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(6) 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;
(7) purchase or sell real estate or commodities and commodity contracts;
(8) 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;
(9) 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;
(10) 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);
(11) hold more than 10% of the voting securities of an one issuer (except
obligations of domestic banks or the U.S. Government, it agencies,
authorities and instrumentalities); or
(12) purchase the securities of any other open-end investment company,
except as part of a plan of merger or consolidation.
<PAGE>
Ivy International Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary purposes where investment
transactions might advantageously require it. Any such loan may not be
for a period in excess of 60 days, and the aggregate amount of all
outstanding loans may not at any time exceed 10% of the value of the
total assets of the Fund at the time any such loan is made;
(2) purchase securities on margin;
(3) sell securities short;
(4) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements or (b) the purchase
of publicly distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or corporate bonds,
debentures and other securities of a type customarily purchased by
institutional investors or publicly traded in the securities markets;
(5) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(6) 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;
(7) purchase or sell real estate or commodities and commodity contracts;
(8) 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;
(9) 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;
(10) 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);
(11) hold more than 10% of the voting securities of any one issuer (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities and instrumentalities); or
(12) purchase the securities of any other open-end investment company,
except as part of a plan of merger or consolidation.
<PAGE>
Ivy International Fund II
As a matter of fundamental policy, the Fund may not:
(1) 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;
(2) 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;
(3) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(4) 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;
(5) 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;
(6) 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;
(7) 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;
(8) 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);
(9) purchase the securities of any other open-end investment company,
except as part of a plan of merger or consolidations; or
(10) purchase or sell real estate or commodities and commodity contracts.
<PAGE>
Ivy International Small Companies Fund
As a matter of fundamental policy, the Fund may not:
(1) 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;
(2) Make investments in securities for the purpose of exercising control
over or management of the issuer;
(3) 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;
(4) 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;
(5) 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;
(6) 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);
(7) 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;
(8) 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;
(9) 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
(10) 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>
Ivy International Strategic Bond Fund
As a matter of fundamental policy, the Fund may not:
(1) Invest in real estate, real estate mortgage loans, commodities,
commodity futures contracts or interests in oil, gas and/or mineral
exploration or development programs, although the Fund may purchase and
sell (a) securities which are secured by real estate, (b) securities of
issuers which invest or deal in real estate, and (c) interest rate,
currency and other financial futures contracts and related options;
(2) Make investments in securities for the purpose of exercising control
over or management of the issuer;
(3) Participate on a joint or a joint and several basis in any trading
account in securities. The "bunching" of orders of the Fund--or of the
Fund and of other accounts under the investment management of the
persons rendering investment advice to the Fund--for the sale or
purchase of portfolio securities shall not be considered participation
in a joint securities trading account;
(4) Purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions; the deposit or payment by
the Fund of initial or variation margin in connection with futures
contracts or related options transactions is not considered the
purchase of a security on margin;
(5) Make loans, except that this restriction shall not prohibit (a) the
purchase and holding of a portion of an issue of debt securities, (b)
the lending of portfolio securities in accordance with applicable
guidelines established by the SEC and any guidelines established by the
Trust's Trustees, or (c) entry into repurchase agreements with banks or
broker-dealers;
(6) Borrow amounts in excess of 20% 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 or except in connection
with reverse repurchase agreements, provided that the Fund maintains
net asset coverage of at least 300% for all borrowings;
(7) Mortgage, pledge, hypothecate or in any manner transfer, as security
for indebtedness, any securities owned or held by the Fund (except as
may be necessary in connection with permitted borrowings and then not
in excess of 20% of the Fund's total assets); provided, however, this
does not prohibit escrow, collateral or margin arrangements in
connection with its use of options, short sales, futures contracts and
options on future contracts;
(8) 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;
(9) 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
(10) 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, short sales, swap
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>
Ivy Money Market Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary purposes where investment
transactions might advantageously require it. Any such loan may not be
for a period in excess of 60 days, and the aggregate amount of all
outstanding loans may not at any time exceed 10% of the value of the
total assets of the Fund at the time any such loan is made;
(2) purchase securities on margin;
(3) sell securities short;
(4) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements or (b) the purchase
of publicly distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or corporate bonds,
debentures and other securities of a type customarily purchased by
institutional investors or publicly traded in the securities markets;
(5) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(6) 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);
(7) hold more than 10% of the voting securities of any one issuer (except
obligations of domestic banks or the U.S. Government, its agencies,
authorities and instrumentalities);
(8) 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;
(9) purchase or sell real estate or commodities and commodity contracts;
(10) purchase the securities of any other open-end investment company,
except as part of a plan of merger or consolidation;
(11) make an investment in securities of companies in any one industry
(except obligations of domestic banks or the U.S. Government, its
agencies, authorities, or instrumentalities) if such investment would
cause investments in such industry to exceed 25% of the market value of
the Fund's total assets at the time of such investment; or
(12) 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.
<PAGE>
Ivy Pan-Europe Fund
As a matter of fundamental policy, the Fund may not:
(1) 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.
(2) Make investments in securities for the purpose of exercising control
over or management of the issuer;
(3) 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;
(4) 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;
(5) 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;
(6) 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;
(7) 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;
(8) 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
(9) 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.
Ivy South America Fund
As a matter of fundamental policy, the Fund may not:
(1) borrow money, except for temporary or emergency purposes; provided
that the Fund maintains asset coverage of 300% for all borrowings;
(2) purchase securities on margin;
(3) sell securities short;
(4) 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 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);
(5) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(6) 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;
(7) purchase or sell real estate or commodities and commodity contracts;
(8) make an investment in securities of companies in any one industry
(except obligations of domestic banks or the U.S. Government, its
agencies, authorities, or instrumentalities) if such investment would
cause investments in such industry to exceed 25% of the market value of
the Fund's total assets at the time of such investment; or
(9) 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 agreements 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>
Ivy US Blue Chip Fund
As a matter of fundamental policy, the Fund may not:
(1) invest in real estate, real estate mortgage loans, commodities and
commodity futures contracts although the Fund may purchase and sell (a)
securities which are secured by real estate, (b) securities of issuers
which invest or deal in real estate, and (c) interest rate and other
financial futures contracts and related options;
(2) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions; the deposit or payment by
the Fund of initial or variation margins in connection with futures
contracts or related options transactions is not considered the
purchase of a security on margin;
(3) sell securities short;
(4) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own shares;
(5) 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 shares 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;
(6) invest 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;
(7) 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;
(8) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreements or (b) the purchase
of publicly distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or corporate bonds,
debentures and other securities of a type customarily purchased by
institutional investors or publicly traded in the securities markets;
(9) borrow amounts in excess of 10% of its total assets, taken at the lower
of cost or market value, as a temporary measure for extraordinary or
emergency purposes or where investment transactions might
advantageously require it; or except in connection with reverse
repurchase agreements, provided that the Fund maintains net asset
coverage of at least 300% for all borrowings;
(10) purchase securities of any one issuer (except obligations of domestic
banks or the U.S. Government, its agencies, authorities and
instrumentalities) 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; or
(11) 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 set forth in Sections 12(d)(1) of
the 1940 Act and (viii) of "Additional Restrictions", below. #
# Stating that, as a matter of non-fundamental policy, the Fund may not
acquire any securities of registered open-end investment companies or
registered unit investment trusts in reliance on subparagraphs (f) and
(g) of Section 12(d)(1) of the 1940 Act.
<PAGE>
Ivy US Emerging Growth Fund
As a matter of fundamental policy, the Fund may not:
(1) purchase or sell real estate or commodities and commodity contracts;
(2) purchase securities on margin;
(3) sell securities short;
(4) participate in an underwriting or selling group in connection with the
public distribution of securities except for its own capital stock;
(5) 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;
(6) 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;
(7) 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;
(8) 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;
(9) lend any funds or other assets, except that this restriction shall not
prohibit (a) the entry into repurchase agreement or (b) the purchase of
publicly distributed bonds, debentures and other securities of a
similar type, or privately placed municipal or corporate bonds,
debentures and other securities of a type customarily purchased by
institutional investors or publicly traded in the securities markets;
or
(10) borrow money, except for temporary purposes where investment
transactions might advantageously require it. Any such loan may not be
for a period in excess of 60 days, and the aggregate amount of all
outstanding loans may not at any time exceed 10% of the value of the
total assets of the Fund at the time any such loan is made.
<PAGE>
IVY FUND
Ivy Asia Pacific Fund
Ivy Bond Fund
Ivy China Region Fund
Ivy Developing Nations Fund
Ivy European Opportunities Fund
Ivy Global Fund
Ivy Global Science & Technology Fund
Ivy Growth Fund
Ivy Growth with Income Fund
Ivy International Fund
Ivy International Fund II
Ivy International Small Companies Fund
Ivy Money Market Fund
Ivy Pan-Europe Fund
Ivy US Blue Chip Fund
Ivy US Emerging Growth Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF IVY FUND
The undersigned, having received Notice of the August 25, 1999 Special
Meeting of Shareholders of the above listed series of Ivy Fund (each a "Fund"
and collectively, the "Funds") and the related Proxy Statement, hereby appoints
Keith J. Carlson, C. William Ferris, and Paula K. Wolfe, and each of them, the
proxies of the undersigned, with the power of substitution to each of them, to
vote all shares of the Fund(s) that the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Funds to be held at the offices of Ivy
Fund, Via Mizner Financial Plaza, 700 South Federal Highway, Boca Raton, Florida
33432, on August 25, 1999, at 10:00 a.m. Eastern time, and at any adjournments
or postponements thereof.
THIS PROXY CARD, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
CARD WILL BE VOTED FOR APPROVAL OF THE PROPOSAL.
Please vote by filling in the appropriate box below using blue or black ink or
dark pencil. Do not use red ink.
PROPOSAL 1: To approve or disapprove the revision of certain fundamental
investment policies, as follows:
Proposal 1.1: Diversification
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.2: Borrowing
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.3: Senior Securities
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.4: Underwriting
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.5: Real Estate
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.6: Commodities
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.7: Loans
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.8: Concentration
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2: To elect Trustees.
[ ] FOR all nominees listed in the Proxy Statement (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed in the Proxy
Statement
To withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below.
-------------------------------------------------------
PROPOSAL 3: To ratify the action of the Board of Trustees in
selecting PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31,
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ANY OTHER BUSINESS,
INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME BEFORE THE
MEETING.
Dated _________________ , 199__
Please sign exactly as your name or names appears on this card. If an account is
held by joint tenants, all should sign (but this proxy will be considered valid
if executed any one of them, unless the Trust receives written notice to the
contrary before the Meeting). When signing as attorney, executor, administrator,
trustee or guardian, please state your title. If the signatory is a trust or
partnership, please sign in the entity's name (by an authorized person).
X __________________________________
X __________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE>
IVY FUND
Ivy International Strategic Bond Fund
Ivy South America Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF IVY FUND
The undersigned, having received Notice of the August 25, 1999 Special
Meeting of Shareholders of the above-listed series of Ivy Fund (each a "Fund"
and collectively the "Funds") and the related Proxy Statement, hereby appoints
Keith J. Carlson, C. William Ferris, and Paula K. Wolfe, and each of them, the
proxies of the undersigned, with the power of substitution to each of them, to
vote all shares of the Fund(s) that the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Funds to be held at the offices of Ivy
Fund, Via Mizner Financial Plaza, 700 South Federal Highway, Boca Raton, Florida
33432, on August 25, 1999, at 10:00 a.m. Eastern time, and at any adjournments
or postponements thereof.
THIS PROXY CARD, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
CARD WILL BE VOTED FOR APPROVAL OF THE PROPOSAL.
Please vote by filling in the appropriate box below using blue or black ink or
dark pencil. Do not use red ink.
PROPOSAL 1: To approve or disapprove the revision of certain fundamental
investment policies, as follows:
Proposal 1.2: Borrowing
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.3: Senior Securities
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.4: Underwriting
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.5: Real Estate
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.6: Commodities
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.7: Loans
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.8: Concentration
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2: To elect Trustees.
[ ] FOR all nominees listed in the Proxy Statement (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed in the Proxy
Statement
To withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below.
-------------------------------------------------------
PROPOSAL 3: To ratify the action of the Board of Trustees in
selecting PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31,
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ANY OTHER BUSINESS,
INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME BEFORE THE
MEETING.
Dated _________________ , 199__
Please sign exactly as your name or names appears on this card. If an account is
held by joint tenants, all should sign (but this proxy will be considered valid
if executed any one of them, unless the Trust receives written notice to the
contrary before the Meeting). When signing as attorney, executor, administrator,
trustee or guardian, please state your title. If the signatory is a trust or
partnership, please sign in the entity's name (by an authorized person).
X __________________________________
X __________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<PAGE>
IVY FUND
Ivy Global Natural Resources Fund
THIS PROXY CARD IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF IVY FUND
The undersigned, having received Notice of the August 25, 1999 Special
Meeting of Shareholders of Ivy Global Natural Resources Fund (the "Fund") and
the related Proxy Statement, hereby appoints Keith J. Carlson, C. William
Ferris, and Paula K. Wolfe, and each of them, the proxies of the undersigned,
with the power of substitution to each of them, to vote all shares of the
Fund(s) that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Funds to be held at the offices of Ivy Fund, Via Mizner
Financial Plaza, 700 South Federal Highway, Boca Raton, Florida 33432, on August
25, 1999, at 10:00 a.m. Eastern time, and at any adjournments or postponements
thereof.
THIS PROXY CARD, WHEN PROPERLY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
CARD WILL BE VOTED FOR APPROVAL OF THE PROPOSAL.
Please vote by filling in the appropriate box below using blue or black ink or
dark pencil. Do not use red ink.
PROPOSAL 1: To approve or disapprove the revision of certain fundamental
investment policies, as follows:
Proposal 1.1: Diversification
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.2: Borrowing
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.3: Senior Securities
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.4: Underwriting
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.5: Real Estate
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.7: Loans
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Proposal 1.8: Concentration
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL 2: To elect Trustees.
[ ] FOR all nominees listed in the Proxy Statement (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed in the Proxy
Statement
To withhold authority to vote for any individual
nominee, write that nominee's name in the space
provided below.
-------------------------------------------------------
PROPOSAL 3: To ratify the action of the Board of Trustees in
selecting PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31,
1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON ANY OTHER BUSINESS,
INCLUDING ANY ADJOURNMENT OF THE MEETING, AS MAY PROPERLY COME BEFORE THE
MEETING.
Dated _________________ , 199__
Please sign exactly as your name or names appears on this card. If an account is
held by joint tenants, all should sign (but this proxy will be considered valid
if executed any one of them, unless the Trust receives written notice to the
contrary before the Meeting). When signing as attorney, executor, administrator,
trustee or guardian, please state your title. If the signatory is a trust or
partnership, please sign in the entity's name (by an authorized person).
X __________________________________
X __________________________________
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
- --------
1 Broker non-votes are proxies received by a Fund from brokers or
nominees when the broker or nominee has neither received instructions
from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter.
2 As noted above, shareholders of each Fund will vote as a single class
regardless of which class of the Fund's shares they own.
3 The content of a number of the proposed fundamental policies is defined
simply by reference to the 1940 Act, the rules thereunder, and
applicable interpretations of the Commission or its staff (i.e., the
substance of these authorities is not stated with specificity).
4 The current diversification policy of Ivy US Blue Chip Fund is
substantially similar to the 1940 Act definition of a diversified fund,
but adds to its exception for US Government obligations an exception
for obligations of domestic banks.
5 For example, a fund with $100,000 in total assets could borrow $50,000
from a bank without violating the 1940 Act, since the asset coverage
after the borrowing would be 300% ($150,000 / $50,000 = 3 / 1 = 300%).
6 Each of these Funds (other than Ivy European Opportunities Fund) is
subject to additional borrowing restrictions that cannot be changed
without Board approval. For example, Ivy Asia Pacific Fund, Ivy
Developing Nations Fund, Ivy Global Natural Resources Fund , Ivy
International Small Companies Fund, Ivy Pan-Europe Fund and Ivy South
America Fund currently are not permitted to purchase securities when
the value of their outstanding borrowings exceed 10% of the value of
their respective assets. In addition, Ivy Global Science & Technology
Fund and Ivy International Fund II may not borrow amounts in excess of
10% of their respective net assets, notwithstanding that their
fundamental borrowing policies are more liberal (i.e., these Funds may
borrow up to 33% of their respective assets, calculated after any
borrowing occurs).
7 In addition, Ivy China Region Fund, Ivy Growth Fund, Ivy Growth with
Income Fund, Ivy International Fund, Ivy Money Market Fund and Ivy US
Emerging Growth Fund must repay their loans within 60 days, and Ivy
Global Fund may not make any new investments at any time during which
it has loans outstanding.
8 With respect to reverse repurchase agreements, the Commission
generally requires funds to segregate assets.
9 A "senior security" may be a debt obligation or a security that has
superior status as compared to another class of security.
10 Certain of the Funds have also identified exceptions for arrangements
relating to certain permitted derivative investments (such as deposits
of initial and variation margin designed to cover such positions)
and/or repurchase agreements, none of which are considered "senior
securities" according to pertinent regulatory authorities.
11 A number of the Funds expressly except from their policies against
underwriting the sale of their own shares. This exception is consistent
with the provisions of the 1940 Act and related positions of the
Commission staff.
12 A number of the Funds also have a fundamental policy prohibiting their
investment in real estate mortgage loans. This prohibition is expected
to be retained as a non-fundamental policy for these Funds. Certain
Funds are also subject to non-fundamental policies relating to
investments in real estate, which are also expected to be retained
(unless the Trustees determine that it is in the best interests of a
Fund and its shareholders to modify or eliminate them).
13 The fundamental policy for Ivy Global Natural Resources Fund relating
to investments in physical commodities, in effect, permits the Fund to
invest directly in precious metals and other physical commodities (and
derivative arrangements relating thereto). The Fund's ability to use
these investment techniques is described in its Prospectus.
14 The Commodities Exchange Act, however, requires that an entity that
invests more than 5% of its assets in commodities futures or
commodities options contracts (other than for bona fide hedging
purposes) must register as a commodity pool operator. Though the
proposed restriction would permit the Funds to invest in futures
contracts and options on futures contracts, no Fund would invest in
these contracts to an extent that would require it to register as a
commodity pool operator.
15 The current fundamental policies for Ivy Asia Pacific Fund, Ivy Bond
Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy Global
Natural Resources Fund, Ivy International Small Companies Fund, Ivy
International Strategic Bond Fund and Ivy Pan-Europe Fund also prohibit
investment in oil, gas and/or mineral exploration or development
programs (in some instances, with exceptions for investment in
securities of companies that invest in or sponsor such programs). It is
expected that this prohibition would be retained for these Funds as a
non-fundamental policy.
16 A fund is permitted to adopt reasonable definitions of what constitutes
an industry, or it may use standard classifications promulgated by the
Commission (or some combination thereof).
17 The exceptions are Ivy Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund, and Ivy Money Market Fund. PWC (formerly Coopers &
Lybrand LLP) has audited the financial statements for these Funds since
1992.
