<PAGE> 1
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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
IVY FUND
- --------------------------------------------------------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
IVY FUND
VIA MIZNER FINANCIAL PLAZA
700 SOUTH FEDERAL HIGHWAY
BOCA RATON, FLORIDA 33432
August 13, 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 September 30, 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
each proposal.
If you have any questions related to the Special Meeting and/or the Proxy
Statement, please call us at 1-800-645-3320.
Thank you for your participation in this process and your investment in our
Funds.
Sincerely,
/s/ Keith J. Carlson
KEITH J. CARLSON
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> 3
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 September
30, 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:
<TABLE>
<S> <C>
PROPOSAL 1: With respect to the Trust, to elect Trustees.
PROPOSAL 2: 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.
PROPOSAL 3: With respect to each Fund, to approve or
disapprove the revision of certain fundamental
investment policies.
</TABLE>
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.
Shareholders of record at the close of business on August 6, 1999 are
entitled to notice of and to vote at the Special Meeting and at any adjournments
or postponements 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
<PAGE> 4
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
C. WILLIAM FERRIS
Secretary/Treasurer
August 13, 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> 5
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
August 13, 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 September 30, 1999 at 10:00 a.m., Eastern
time (the "Special Meeting"), and, if the Special Meeting is adjourned or
postponed, at any adjournment or postponement thereof. The solicitation of votes
is made by the mailing of this Proxy Statement and the accompanying proxy card
on or about August 13, 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 August 6, 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
<PAGE> 6
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 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, as
of July 30, 1999, owned 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. To have a quorum to conduct business with
respect to the Trust as a whole, more than 50% of the total shares entitled to
vote must be present, in person or by proxy. 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. 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
- ---------------
(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
<PAGE> 7
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. Actions taken at the Special
Meeting with respect to any one Proposal 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 the affirmative vote of more than 50% of the shares of
the Trust voting at the Special Meeting.
PROPOSAL 2 requires the affirmative vote of more than 50% of the shares of
each Fund voting at the Special Meeting.
PROPOSAL 3 requires, with respect to each Fund, the affirmative vote of a
"majority of the outstanding voting securities" of the Fund. For purposes of
this proposal, "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)
Abstentions will have the effect of a "no" vote on all Proposals. With
respect to the vote on Proposal 3, 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 more than 50% of the Fund's outstanding voting securities. If the vote is
determined on the basis of the affirmative vote of 67% of the Funds' shares
present at the Special Meeting, as described in clause (i) under Proposal 3,
above, then broker non-votes will not have the effect of "yes" or "no" votes and
will be disregarded in determining the voting shares present at the Special
Meeting. Broker non-votes will not be counted in favor of, but will have no
other effect on the vote for, Proposals 1 and 2, which require the approval of a
majority of the
- ---------------
(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
<PAGE> 8
shares of the Trust and a majority of the shares of each Fund, respectively,
voting at the Special Meeting. The following table summarizes these voting
requirements:
<TABLE>
<CAPTION>
SHAREHOLDERS VOTE REQUIRED FOR EFFECT OF EFFECT OF BROKER
ENTITLED TO VOTE: APPROVAL: ABSTENTIONS: NON-VOTES:
----------------- ----------------- -------------- ----------------
<S> <C> <C> <C> <C>
PROPOSAL 1: Shareholders of More than 50% of Counted as a Disregarded for
(Election the Funds vote the shares of the "no" vote all purposes
of Trustees) together for each Trust voting at
nominee the Special
Meeting
PROPOSAL 2: Shareholders of Approved by more Counted as a Disregarded for
(Ratification of each Fund vote than 50% of the "no" vote all purposes
selection of separately shares of each
independent Fund voting at
accountants) the Special
Meeting
PROPOSAL 3: Shareholders of A "majority of Counted as a Counted as a
(Approval of each Fund vote the outstanding "no" vote "no" vote, if
revisions to separately voting the vote is
certain fundamental securities" of determined on
investment policies) each Fund (as the basis of the
defined above) affirmative vote
of 50% of the
Fund's
outstanding
shares;
disregarded in
determining the
voting
securities
"present" if
vote is
determined on
the basis of
obtaining the
affirmative vote
of 67% of the
voting shares
present at the
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.
4
<PAGE> 9
PROPOSAL 1: ELECTION OF TRUSTEES
At the Special Meeting, five Trustees will be proposed for election to the
Trust's Board of Trustees. For these purposes, the Trustees have approved the
nomination of James W. Broadfoot, Keith J. Carlson, Stanley Channick, Roy J.
Glauber and Edward M. Tighe. The persons named as proxies on the enclosed Proxy
Card will vote your shares 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>
<CAPTION>
PRESENT OFFICE WITH THE TRUST (DATE NOMINEE BECAME TRUSTEE),
NAME (AGE) PRINCIPAL OCCUPATION OR EMPLOYMENT AND DIRECTORSHIPS
- ---------- ------------------------------------------------------------
<S> <C>
James W. Broadfoot* (56) President and Trustee (1999-present); Senior Vice President,
Portfolio Manager and Director of Mackenzie Investment
Management Inc. ("MIMI") (1995-present); Senior Vice
President and Portfolio Manager of MIMI (1990-present);
President and Portfolio Manager of Ivy Management, Inc.
("IMI") (1997-present).
Keith J. Carlson* (43) Chairman and Trustee (1999-present); President and Trustee
(1996-1999); President and Chief Executive Officer of MIMI
(1999-present); Executive Vice President and Chief Operating
Officer of MIMI (1998-1999); Senior Vice President of MIMI
(1996-1998); Senior Vice President and Director of MIMI
(1994-1996); Senior Vice President and Treasurer of MIMI
(1989-1994); Senior Vice President and Director of 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 Solutions (1999-present);
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).
</TABLE>
5
<PAGE> 10
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE TRUST (DATE NOMINEE BECAME TRUSTEE),
NAME (AGE) PRINCIPAL OCCUPATION OR EMPLOYMENT AND DIRECTORSHIPS
- ---------- ------------------------------------------------------------
<S> <C>
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); Fellow, National Academy of Sciences; Foreign
(Honorary) Member, Royal Society of London.
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 Investment Company Act of 1940, as amended) 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 Board of Trustees of the Trust is comprised of six additional Trustees
who were previously elected by shareholders and therefore are not standing for
re-election at the Special Meeting. These Trustees, who are described below,
will continue to serve as Trustees following the Special Meeting. Accordingly,
if each of the nominees is elected at the Special Meeting, there will be a total
of eleven Trustees on the Board, all of whom will have been elected by
shareholders.
CURRENT TRUSTEES PREVIOUSLY ELECTED BY SHAREHOLDERS:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE TRUST (DATE NOMINEE BECAME TRUSTEE),
NAME (AGE): PRINCIPAL OCCUPATION OR EMPLOYMENT AND DIRECTORSHIPS:
- ----------- ------------------------------------------------------------
<S> <C>
John S. Anderegg, Jr. (75) Trustee (1992-present); Engineer, Dynamics Research Corp.
(defense contractor); Director, Burr-Brown Corp.
(operational amplifiers); Director, Massachusetts High
Technology Council; 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).
</TABLE>
6
<PAGE> 11
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE TRUST (DATE NOMINEE BECAME TRUSTEE),
NAME (AGE): PRINCIPAL OCCUPATION OR EMPLOYMENT AND DIRECTORSHIPS:
- ----------- ------------------------------------------------------------
<S> <C>
Frank W. DeFriece, Jr. (78) Trustee (1992-present); Director, Manager and Vice
President, Director, YMCA Blue Ridge Assembly; Trustee and
Vice Chairman, East Tennessee Public Communications Corp.
(WSJK-TV); Trustee of MST (1985-1998); Director of MFI
(1987-1995).
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 of Park Towers
International; Director of Creative Imports Inc.; Director,
MFI (1992-1995); Trustee of MST (1992-1998).
</TABLE>
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 and officers) as of July 30, 1999. Nominees, Trustees and
officers who do not own any shares have been omitted from the table. Funds that
are not owned by any nominees, Trustees or officers are also omitted from the
table.
<TABLE>
<CAPTION>
SHARES OWNED BY
ALL CURRENT TRUSTEES
FUND NAME POSITION SHARES OWNED AND OFFICERS AS A GROUP
---- ---- -------- ------------ -----------------------
<S> <C> <C> <C> <C>
Ivy China Region Fund Roy J. Glauber Trustee 6,274.364
Richard N. Silverman Trustee
1,050.492 7,324.856
Ivy Developing Richard N. Silverman Trustee 1,018.614 1,018.614
Nations Fund
Ivy Global Fund Paul H. Broyhill Trustee 9,512.220(1.04%) 9,512.220(1.04%)
Ivy Global Natural Roy J. Glauber Trustee 6,588.817 6,588.817
Resources Fund
Ivy Global Science & James W. Broadfoot President 299.043
Technology Fund Paul H. Broyhill Trustee 13,882.344(2.41%)
Richard N. Silverman Trustee
596.670
J. Brendan Swan Trustee
1,514.187 16,292.244(2.84%)
Ivy Growth with John S. Anderegg Trustee 1,286.962 1,286.962
Income Fund
Ivy International Paul H. Broyhill Trustee 6,695.923
Fund
C. William Ferris Secretary/Treasurer
454.255
Roy J. Glauber Trustee
3,377.780
Richard N. Silverman Trustee
2,216.307
J. Brendan Swan Trustee
6,271.400 19,015.665
Ivy Money Market Fund John S. Anderegg Trustee 52,275.140
James W. Broadfoot President
6,812.500
Keith J. Carlson Chairman
126.280
Stanley Channick Trustee
73,443.050
Richard N. Silverman Trustee
20,725.450 153,382.420
</TABLE>
7
<PAGE> 12
<TABLE>
<CAPTION>
SHARES OWNED BY
ALL CURRENT TRUSTEES
FUND NAME POSITION SHARES OWNED AND OFFICERS AS A GROUP
---- ---- -------- ------------ -----------------------
<S> <C> <C> <C> <C>
Ivy US Blue Chip Fund Stanley Channick Trustee 527.933 527.933
Ivy US Emerging John S. Anderegg Trustee 4,536.906
Growth Fund James W. Broadfoot President 188.750
Paul H. Broyhill Trustee
9,916.080
Stanley Channick Trustee
329.455
C. William Ferris Secretary/Treasurer
607.590
Roy J. Glauber Trustee
2,488.927
Richard N. Silverman Trustee
810.973 18,878.681(1.20%)
</TABLE>
- ---------------
(1) The information as to beneficial ownership is based on statements furnished
to the Trust by each Trustee, nominee and officer. Unless otherwise noted,
beneficial ownership is based on sole voting and investment power. Except as
otherwise noted, each Trustee's nominee's and officer's individual share
holdings of any Fund constitute less than 1% of the shares outstanding of
such Fund. Except as otherwise noted, the share holdings of the Trustees,
nominees and officers as a group also constitute less than 1% of the shares
outstanding of any 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 "interested" persons
of the Fund, within the meaning of the 1940 Act (the "Independent Trustees").
The Independent 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 Independent Trustees review the fees paid to 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 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 2 below) and by independent legal counsel selected by
the Independent Trustees. In addition, the Independent 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.
8
<PAGE> 13
AUDIT COMMITTEE
The Board has an Audit Committee consisting of Paul H. Broyhill, Frank W.
DeFriece, Jr., and Joseph G. Rosenthal, all of whom are Independent 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 Roy J. Glauber, Joseph
G. Rosenthal, and J. Brendan Swan, all of whom are Independent Trustees. The
Nominating Committee is responsible for nominating Independent Trustees and
considering 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
<TABLE>
<CAPTION>
MEETING NUMBER OF MEETINGS
------- ------------------
<S> <C>
Board of Trustees 4
Audit Committee 4
Nominating Committee 0
</TABLE>
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 Trust:
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE TRUST
NAME (AGE) PRINCIPAL OCCUPATION (YEAR FIRST BECAME AN OFFICER)
- ---------- -------------------- ------------------------------
<S> <C> <C>
Keith J. Carlson(43).... President/CEO of MIMI Chairman (1994)*
James W. Broadfoot Director/Senior President (1996)**
(56).................. Vice President of MIMI
C. William Ferris Senior Vice President, Secretary/Treasurer (1994)
(54).................. CFO and Secretary/
Treasurer of MIMI
Paula K. Wolfe (37)..... Compliance Manager, MIMI Assistant Secretary (1998)
</TABLE>
- ---------------
* Mr. Carlson has served as Chairman since 1999.
** Mr. Broadfoot has served as President since 1999.
9
<PAGE> 14
COMPENSATION OF TRUSTEES AND OFFICERS
The Trust pays each of its Independent 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 Trust does not provide any compensation in the form of
pension or retirement benefits to any of the Trustees.
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 during the
calendar year ending December 31, 1998.
COMPENSATION TABLE
<TABLE>
<CAPTION>
(1) (2)
NAME OF TRUSTEE AGGREGATE COMPENSATION
- --------------- ----------------------
<S> <C>
John S. Anderegg, Jr. $18,000
Paul H. Broyhill $18,000
Stanley Channick $18,000
Frank W. DeFriece, Jr. $18,000
Roy J. Glauber $18,000
Joseph G. Rosenthal $18,000
Richard N. Silverman $18,000
J. Brendan Swan $17,000
</TABLE>
REQUIRED VOTE
Election of each of the listed nominees for Trustee requires the
affirmative vote of more than 50% of the outstanding voting shares 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 1.
PROPOSAL 2: 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 Independent Trustees, appointed
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand LLP) ("PWC") to act as
independent accountants
10
<PAGE> 15
for the Funds for the fiscal year ending December 31, 1999. PWC has, with
limited exceptions, audited each Fund's financial statements since its
inception.(3)
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 more than 50% 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 each Fund's
independent accountants.
PROPOSAL 3: APPROVAL OF REVISIONS TO CERTAIN
FUNDAMENTAL INVESTMENT POLICIES
The Investment Company Act of 1940, as amended (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 3 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. 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
- ---------------
(3) The exceptions are Ivy Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund, and Ivy Money Market Fund. PWC has audited the financial
statements for these Funds since 1992.
11
<PAGE> 16
policies is set forth in Exhibit A. Each Fund's current fundamental investment
policies are set forth in Exhibit B.
If approved, the proposed revised policies would take effect on the
effective date of a related amendment to the Trust's registration statement,
which is expected to be in the fall of 1999. 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 3.1: 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. Notwithstanding this less
restrictive requirement, however, Ivy Money Market Fund will continue to be
bound by the more restrictive provisions of Rule 2a-7 under the 1940 Act, which
governs money market funds.
- ---------------
(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.
12
<PAGE> 17
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 such
Fund's diversification policy.
PROPOSAL 3.2: 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 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,
- ---------------
(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).
13
<PAGE> 18
calculated after the borrowing (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, calculated
after the borrowing (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's 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.
- ---------------
(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.
14
<PAGE> 19
PROPOSAL 3.3: SENIOR SECURITIES
(For all Funds)
PROPOSED POLICY: 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 3.4: UNDERWRITING
(For all Funds)
PROPOSED POLICY: 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 policy is not materially different from the existing policy
for each Fund, and has simply been reworded for clarification.(11)
- ---------------
(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 current 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.
15
<PAGE> 20
PROPOSAL 3.5: REAL ESTATE
(For all Funds)
PROPOSED POLICY: 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 policy therefore represents a rewording
of each Fund's existing policy primarily for clarification.(12)
PROPOSAL 3.6: COMMODITIES
(For all Funds other than Ivy Global Natural Resources Fund)
PROPOSED POLICY: 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.
(For Ivy Global Natural Resources Fund)
PROPOSED POLICY: The Fund will not purchase physical commodities or contracts
relating to physical commodities, although the Fund may invest in (a)
commodities futures contracts and options thereon to the extent permitted by
its Prospectus, and (b) commodities relating to natural resources, as
described in 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.(13)
- ---------------
(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 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 policy 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.
16
<PAGE> 21
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 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 policy 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.(14)
The current fundamental policy for Ivy Global Natural Resources Fund
relating to investments in physical commodities permits the Fund to invest
directly in precious metals and other physical commodities (and derivative
arrangements relating thereto). Therefore, the proposed policy represents a
rewording of the Fund's existing policy primarily for clarification. The Fund's
ability to use these investment techniques is described in its Prospectus.
PROPOSAL 3.7: LOANS
(For all Funds)
PROPOSED POLICY: The Fund will not make loans to other persons, except (a)
loans of portfolio securities, and (b) 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
policy is more restrictive than 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 policy 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
- ---------------
(14) 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.
17
<PAGE> 22
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 3.8: CONCENTRATION
(For all Funds other than Ivy Money Market Fund)
PROPOSED POLICY: 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 POLICY: 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).(15) Each
Fund has a fundamental policy prohibiting it from investing more than 25% of its
total assets in any one industry. The proposed policy 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.
- ---------------
(15) 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).
18
<PAGE> 23
PROPOSAL 3.9: OTHER POLICIES
(For all Funds)
PROPOSAL: To eliminate as a fundamental policy each currently existing
fundamental policy or restriction that is not stated in Exhibit A.
If this Proposal is adopted, the current fundamental policies and
restrictions for each Fund that are not proposed for revision as described in
this Proposal 3 would no longer be deemed to be fundamental. As noted above, it
is expected that any such policies will be retained as non-fundamental policies
if the above Proposal is adopted, and as such could not be changed without the
Board's approval.
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 on page 3, above. If a Fund's shareholders do not
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 3 (as it
affects their Fund).
ADDITIONAL INFORMATION
GENERAL
The cost of preparing, printing and mailing the enclosed proxy card, Notice
of Special Meeting of Shareholders, 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
$200,000. As the Special Meeting date approaches, certain shareholders 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
19
<PAGE> 24
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
C. WILLIAM FERRIS
Secretary/Treasurer
20
<PAGE> 25
APPENDIX 1
FUND SHARES OUTSTANDING
Holders of record of the shares of each Fund as of the close of business on
August 6, 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 August 6, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES OUTSTANDING
FUND: AS OF AUGUST 6, 1999:
- ----- ----------------------------
<S> <C>
Ivy Asia Pacific Fund 1,094,981.388
Ivy Bond Fund 14,209,415.554
Ivy China Region Fund 2,464,275.537
Ivy Developing Nations Fund 2,070,762.115
Ivy European Opportunities Fund 79,216.314
Ivy Global Fund 1,510,355.804
Ivy Global Natural Resources Fund 1,024,108.591
Ivy Global Science & Technology Fund 1,456,975.634
Ivy Growth Fund 14,791,082.209
Ivy Growth with Income Fund 6,330,299.468
Ivy International Fund 52,455,754.825
Ivy International Fund II 14,611,092.748
Ivy International Small Companies Fund 279,967.887
Ivy International Strategic Bond Fund 111,222.105
Ivy Money Market Fund 28,934,533.010
Ivy Pan-Europe Fund 437,580.745
Ivy South America Fund 418,159.586
Ivy US Blue Chip Fund 1,088,970.083
Ivy US Emerging Growth Fund 3,440,687.782
</TABLE>
21
<PAGE> 26
APPENDIX 2
BENEFICIAL OWNERS OF 5% OR MORE OF ANY CLASS OF A FUND
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Ivy Asia Pacific Fund, Resources Trust Co., 16,480.667 shares (6.45%)
Class A (custodian) FBO Terry R.
Ramnanan, PO Box 5900,
Denver, CO 80217
Ivy Global Natural Carn & Co., Riggs Bank 35,028.366 shares (5.10%)
Resources Fund, Class (TTEE). FBO Yazaki
A Employee Savings and
Retirement Plan, P.O.
Box 96211, Washington,
DC 20090-6211
Ivy Growth With Income Amalgamated Bank of New 242,250.290 shares (5.24%)
Fund, Class A York, C/F TWU-YC Private
Bus Lines, PO Box 370
Cooper Station, New
York, NY 10003
Ivy International Small Mackenzie Investment 10,287.244 shares (11.56%)
Companies Fund, Class Management Inc.,* Via
A Mizner Financial Plaza
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
Ivy International Prudential Securities .200 shares (100%)
Strategic Bond Fund, Inc. FBO Jeffery S.
Class A Berenson, 8506 Thorngate
Dr., Oakland Park, IL
60462-5992
Ivy Money Market Fund, Carn & Co., Riggs Bank 2,543,507.700 shares (13.23%)
Class A (TTEE) FBO Plexus Corp
401K Plan, PO Box 96211,
Washington, DC
20090-6211
William L. Barnwell MD & 1,590,241.610 shares (8.27%)
William M. Blackman MD
(TTEE) of the
Professional Eye Assoc
Inc 401K, 1111
Professional Bldg.,
Dalton, GA 30720
Ivy Pan-Europe Fund, Mackenzie Investment 37,553.145 shares (26.51%)
Class A Management Inc.,* Via
Mizner Financial Plaza
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
</TABLE>
22
<PAGE> 27
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Ivy South America Fund, William A. Maczko & 14,174.070 shares (5.81%)
Class A Mildred E. Helm Maczko
2100 S. Ocean Ln., #1412
Ft. Lauderdale, FL 33316
Ivy International Small PaineWebber, FBO B 5,880.313 shares (5.79%)
Companies Fund, Class Carmage Walls Trust #10,
B FBO Lissa Walls Trust
and Cooper Walls TTEE,
PO Box 42828, Houston,
TX 77242
PaineWebber, FBO B 5,760.640 shares (5.67%)
Carmage Walls Trust #10,
FBO Cooper Walls Trust
and Cooper Walls TTEE,
PO Box 42828, Houston,
TX 77242
Ivy European Mackenzie Investment 1.000 shares (100.00%)
Opportunities Fund, Management Inc.,* Via
Class C Mizner Financial Plaza,
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
Ivy Global Fund, Class C IBT, (custodian) FBO 3,095.552 shares (12.27%)
Mattie A. Allen, 755
Selma Pl., San Diego, CA
92114-1711
PaineWebber, (custodian) 1,705.476 shares (6.76%)
FBO Robert D.
Cuthbertson, PO Box
3321, Weehawken, NJ
07087-8154
Prudential Securities 1,673.997 shares (6.63%)
Inc., FBO Kym Serrano,
1025 Manhattan Ave.,
Apt. 1, Brooklyn, NY
11222-5839
Ivy Global Natural Francisco Rodriguez 12,247.348 shares (39.12%)
Resources Fund, Class Carreras & Louis
C Rodriguez Aguilar JT
TEN, c/o Zarlene
Imports, 1550 E. Oakland
Park Blvd., Fort
Lauderdale, FL
33334-4425
</TABLE>
23
<PAGE> 28
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Francisco Rodriguez 8,168.398 shares (26.09%)
Carreras & Fuensanta
Rosario Rodriguez
Aguilar JT TEN, c/o
Zarlene Imports, 1550 E.
Oakland Park Blvd., Fort
Lauderdale, FL
33334-4425
Alma R. Buncsak TTEE of 2,034.101 shares (6.49%)
the Alma R. Buncsak Rev
Trust, 745 Cherokee
Path, Lake Mills, WI
53551
Ivy Growth Fund, Class C IBT, (custodian) FBO 3,938.282 shares (29.49%)
Joseph L. Wright, 32211
Pierce Street, Garden
City, MI 48135
PaineWebber, FBO Cynthia 853.551 shares (6.39%)
N. Young, PO Box 3321,
Weehawken, NJ 07087-8154
Martin S. Sawyer & Ruth 844.906 shares (6.32%)
C. Sawyer, 5910 Wilson
Blvd., #413, Arlington,
VA 22205
Ivy Growth With Income IBT, (custodian) FBO 4,678.117 shares (10.19%)
Fund, Class C Marcelette V. Manning
1371 Mt. View Lane,
Chula Vista, CA, 91911
Anthony L. Bassano & 3,204.999 shares (6.98%)
Marie E. Bassano, 8934
Bari Court, Port Richie,
FL 34668
Robert J. Laws & 3,079.916 shares (6.71%)
Katherine A. Laws JT
TEN, PO Box 723, Ramona,
CA 92065
IBT, (custodian) FBO 2,761.653 shares (6.01%)
Betty J. Carson, 1987
Higgins Lane, El Centro,
CA 92243
IBT, (custodian) FBO 2,647.476 shares (5.77%)
Vytautas Snieckus, 1250
E 276th Street, Euclid,
OH 44132
Ivy Money Market Fund, PaineWebber, FBO Bruce 105,283.100 shares (31.96%)
Class C Blank, PO Box 3321,
Weehawken, NJ 07087-8154
</TABLE>
24
<PAGE> 29
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Dain Rauscher Custodian 45,994.380 shares (13.96%)
FBO Donald G. Blair,
2407 Pine Bend;
Kingwood, TX 77339
Paul M. Bernard, 40 33,932.040 shares (10.30%)
Arrowhead Farm Road,
Boxford, MA 01921-2642
Diane C. Bernard, 40 33,932.040 shares (10.30%)
Arrowhead Farm Road,
Boxford, MA 01921-2642
Ivy South America Fund, Susan L. McGowan, TTEE, 1,493.000 shares (7.64%)
Class C Susan L. McGowan Trust
13440 Red Maple Circle
North Fort Myers, FL
33903
Edward R. McGowan Jr., 1,124.801 shares (5.75%)
TTEE, Edward McGowan Jr.
Trust, 13440 Red Maple
Circle, Fort Myers, FL
33903
Ivy European Mackenzie Investment 1.000 shares (100.00%)
Opportunities Fund, Management Inc.,* Via
Class I Mizner Financial Plaza,
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
Ivy International Fund, State Street Bank, 300,961.615 shares (9.27%)
Class I (TTEE) FBO Allison
Engines 200 Newport
Ave., 7th Floor North
Quincy, MA 02171
Lynspen and Company, PO 246,073.480 shares (7.58%)
Box 830804 Birmingham,
AL 35283
U A Local 447 Pension 240,427.057 shares (7.41%)
Trust Fund, 5841 Newman
Ct. Sacramento, CA 95819
Northern Trust Company, 170,347.562 shares (5.25%)
TTEE of the Great Lakes
Chemical RTMT Trust PO
Box 92956, 801 S. Canal
St., C1S, Chicago, IL
60675-2956
</TABLE>
25
<PAGE> 30
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Vanguard Fiduciary Trust 165,079.559 shares (5.08%)
Company, FBO Investment
& Employee Stock
Ownership Plan of Avista
Corp. PO Box 2600,
Valley Forge, PA 19482
Ivy Asia Pacific Fund, Brown Brothers Harriman 1,093.361 shares (44.71%)
Advisor Class & Co Cust International
Solution 5, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 706.880 shares (28.91%)
& Co Cust International
Solution 4, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 644.737 shares (26.36%)
& Co Cust International
Solution 2, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Ivy Bond Fund, Advisor NFSC FEBO, C. William 11,412.711 shares (32.41%)
Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Ivy China Region Fund, Brown Brothers Harriman 1,276.170 shares (27.29%)
Advisor Class & Co Cust International
Solution 4, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 1,082.567 shares (23.15%)
& Co Cust International
Solution 3, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 716.329 shares (15.32%)
& Co Cust International
Solution 5, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
</TABLE>
26
<PAGE> 31
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Ivy Developing Nations NFSC FEBO, C. William 14,931.154 shares (83.77%)
Fund, Advisor Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Brown Brothers Harriman 1,347.340 shares (7.55%)
& Co Cust International
Solution 5, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 1,178.280 shares (6.61%)
& Co Cust International
Solution 4, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Ivy European Mackenzie Investment 50,000.000 shares (99.99%)
Opportunities Fund, Management Inc.,* Via
Advisor Class Mizner Financial Plaza,
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
Ivy Global Fund, Advisor NFSC FEBO, C. William 30,052.274 shares (100.00%)
Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Ivy Global Natural NFSC FEBO, C. William 2,020.679 shares (100.00%)
Resources Fund, Ferris, Michael
Advisor Class Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Ivy Growth Fund, Advisor NFSC FEBO, C. William 17,316.916 shares (99.90%)
Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Ivy Growth with Income NFSC FEBO, C. William 25,541.235 shares (100.00%)
Fund, Advisor Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
</TABLE>
27
<PAGE> 32
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Ivy International Small Brown Brothers Harriman 1,466.894 shares (40.87%)
Companies Fund, & Co Cust International
Advisor Class Solution 3, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 784.398 shares (21.85%)
& Co Cust International
Solution 4, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 733.654 shares (20.44%)
& Co Cust International
Solution 5, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 302.002 shares (8.41%)
& Co Cust International
Solution 1, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 302.002 shares (8.41%)
& Co Cust International
Solution 2, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Ivy International Mackenzie Investment 101,274.375 shares (92.17%)
Strategic Bond Fund, Management Inc.,* Via
Advisor Class Mizner Financial Plaza,
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
Ivy Pan-Europe Fund, NFSC FEBO, C. William 3,113.401 shares (31.57%)
Advisor Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Brown Brothers Harriman 1,191.995 shares (12.08%)
& Co Cust International
Solution 3, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
</TABLE>
28
<PAGE> 33
<TABLE>
<CAPTION>
NAME OF FUND AND NAME AND ADDRESS OF
CLASS OF SHARES: BENEFICIAL OWNER: NUMBER AND PERCENT OF SHARES:
- ---------------- ------------------- -----------------------------
<S> <C> <C>
Brown Brothers Harriman 850.077 shares (8.62%)
& Co Cust International
Solution 4, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 594.395 shares (6.02%)
& Co Cust International
Solution 5, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Ivy South America Fund, Brown Brothers Harriman 1,289.771 shares (57.55%)
Advisor Class & Co Cust International
Solution 4, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Brown Brothers Harriman 951.188 shares (42.44%)
& Co Cust International
Solution 5, Attn: Terron
McGovern, 40 Water
Street, Boston, MA 02109
Ivy US Blue Chip Fund, Mackenzie Investment 50,001.000 shares (70.70%)
Advisor Class Management Inc.,* Via
Mizner Financial Plaza,
700 South Federal
Highway, Suite 300, Boca
Raton, FL 33432
NFSC FEBO, C. William 16,112.350 shares (22.78%)
Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
Ivy US Emerging Growth NFSC FEBO, C. William 21,447.540 shares (85.30%)
Fund, Advisor Class Ferris, Michael
Landry/Keith Carlson,
700 South Federal
Highway, Boca Raton, FL
33432-6114
</TABLE>
- ---------------
* Mackenzie Investment Management Inc. is both the shareholder of record and
beneficial owner of the shares noted.
29
<PAGE> 34
EXHIBIT A
PROPOSED FUNDAMENTAL INVESTMENT POLICIES
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, although the Fund may invest in commodities futures
contracts and options thereon to the extent permitted by its Prospectus.
IVY GLOBAL NATURAL RESOURCES FUND:
The Fund will not purchase physical commodities or contracts relating to
physical commodities, although the Fund may invest in (a) commodities futures
contracts and options thereon to the extent permitted by its Prospectus, and (b)
commodities relating to natural resources, as described in its Prospectus.
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 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;
30
<PAGE> 35
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 (a) loans of portfolio
securities, and (b) 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.
31
<PAGE> 36
EXHIBIT B
CURRENT FUNDAMENTAL INVESTMENT POLICIES
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,
32
<PAGE> 37
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.
33
<PAGE> 38
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 related 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
34
<PAGE> 39
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.
35
<PAGE> 40
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 for purposes of this
restriction; or
36
<PAGE> 41
(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.
37
<PAGE> 42
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
38
<PAGE> 43
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.
39
<PAGE> 44
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
40
<PAGE> 45
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.
41
<PAGE> 46
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;
42
<PAGE> 47
(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 Act").
43
<PAGE> 48
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
44
<PAGE> 49
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 and SAI.
45
<PAGE> 50
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 con-
46
<PAGE> 51
tracts, 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.
47
<PAGE> 52
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);
48
<PAGE> 53
(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.
49
<PAGE> 54
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);
50
<PAGE> 55
(11) hold more than 10% of the voting securities of any 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.
51
<PAGE> 56
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);
52
<PAGE> 57
(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.
53
<PAGE> 58
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.
54
<PAGE> 59
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,
55
<PAGE> 60
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.
56
<PAGE> 61
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;
57
<PAGE> 62
(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.
58
<PAGE> 63
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.
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<PAGE> 64
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
60
<PAGE> 65
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.
61
<PAGE> 66
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.
62
<PAGE> 67
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;
63
<PAGE> 68
(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.
64
<PAGE> 69
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
65
<PAGE> 70
(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.
66
<PAGE> 71
<TABLE>
<CAPTION>
<S> <C>
[PLEASE DETACH CARD AT PERFORATION]
FUND NAME PRINTS HERE
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF IVY FUND
The undersigned, having received Notice of the September 30, 1999 Special Meeting of Shareholders of the above listed series of
Ivy 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 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 September 30, 1999, at 10:00 a.m. Eastern time, and
at any adjournments or postponements thereof.
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.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
Dated _______________, 1999
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 by 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).
----------------------------------------------------
Signature(s) of Shareholder(s)
</TABLE>
<PAGE> 72
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
PLEASE DETACH AT PERFORATION BEFORE MAILING.
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 PROPOSALS.
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
Proposal 1. To elect Trustees.
FOR all nominees WITHHOLD
James W. Broadfoot, Keith J. Carlson, Stanley Channick, listed in the Proxy AUTHORITY
Roy J. Glauber, Edward M. Tighe Statement (except to vote for all
as marked to the nominees listed in
contrary at left) the Proxy Statement
To withhold authority to vote for any individual nominee, strike [ ] [ ]
through that nominee's name as listed above.
FOR AGAINST ABSTAIN
Proposal 2. To ratify the action of the Board of Trustees in selecting [ ] [ ] [ ]
PricewaterhouseCoopers LLP as independent accountants for the fiscal
year ending December 31, 1999.
Proposal 3. To approve or disapprove the revision of certain fundamental FOR AGAINST ABSTAIN
investment policies, as follows: ALL (except ALL ALL
as marked to
3.1: Diversification (All Funds other than 3.5: Real Estate the contrary
Ivy International Strategic Bond Fund and 3.6: Commodities at left)
Ivy South America Fund) 3.7: Loans
3.2: Borrowing 3.8: Concentration [ ] [ ] [ ]
3.3: Senior Securities 3.9: Other Policies
3.4: Underwriting
To vote against a particular proposed change, write the sub-proposal number on the line below.
----------------------------------------------------------------------------------------------
</TABLE>
