As filed electronically with the Securities and Exchange Commission on
May 19, 2000 (File No. 333-35438)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
Pre-Effective Amendment No. /__1__/ Post-Effective Amendment No. /____/
IVY FUND
(Exact Name of Registrant as Specified in Charter)
Via Mizner Financial Plaza
700 South Federal Highway - Suite 300
Boca Raton, Florida 33432
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number: (800) 777-6472
C. William Ferris
Mackenzie Investment Management Inc.
Via Mizner Financial Plaza
700 South Federal Highway - Suite 300
Boca Raton, Florida 33432
(Name and Address of Agent for Service)
with copies to:
Joseph R. Fleming, Esq.
Dechert Price & Rhoads
Ten Post Office Square - South
Boston, MA 02109-4603
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement is declared effective.
Title of Securities Being Registered:
Shares of Beneficial Interest (no par value per share)
No filing fee is required because the Registrant has previously registered an
indefinite number of its shares under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
Part A: Information required in the Proxy Statement/Prospectus
(relating to the acquisition of the assets of Ivy South America
Fund by Ivy Developing Markets Fund) is incorporated by reference
to Part A of the Registrant's Registration Statement on Form N-14,
filed with the Commission on April 21, 2000.
Part B: Statement of Additional Information is incorporated by
reference to Part B of the Registrant's Registration Statement on
Form N-14, filed with the Commission on April 21, 2000.
<PAGE>
PART C.
OTHER INFORMATION
Item 15. Indemnification.
A policy of insurance covering Ivy Management, Inc. and Ivy Fund (the
"Trust" or the "Registrant") will insure the Registrant's trustees and officers
and others against liability arising by reason of an actual or alleged breach of
duty, neglect, error, misstatement, misleading statement, omission or other
negligent act.
Reference is made to Article VIII of the Registrant's Amended and Restated
Declaration of Trust dated December 10, 1992 (incorporated by reference to
Post-Amendment No. 71 to the Trust's Registration Statement on Form N-1A, File
No. 2-17613 (the "Registration Statement")).
Item 16. Exhibits.
(1) (a) Amended and Restated Declaration of Trust dated December 10, 1992
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(b) Redesignation of Shares of Beneficial Interest and Establishment and
Designation of Additional Series and Classes of Shares of Beneficial
Interest (No Par Value) (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(c) Amendment to Amended and Restated Declaration of Trust (incorporated
by reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(d) Amendment to Amended and Restated Declaration of Trust (incorporated
by reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(e) Establishment and Designation of Additional Series (Ivy Emerging
Growth Fund) (incorporated by reference to Post-Effective Amendment
No. 102 to the Registration Statement).
(f) Redesignation of Shares (Ivy Growth with Income Fund--Class A) and
Establishment and Designation of Additional Class (Ivy Growth with
Income Fund--Class C) (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(g) Redesignation of Shares (Ivy Emerging Growth Fund--Class A, Ivy Growth
Fund--Class A and Ivy International Fund--Class A) (incorporated by
reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(h) Establishment and Designation of Additional Series (Ivy China Region
Fund) (incorporated by reference to Post-Effective Amendment No. 102
to the Registration Statement).
(i) Establishment and Designation of Additional Class (Ivy China Region
Fund--Class B, Ivy Emerging Growth Fund--Class B, Ivy Growth
Fund--Class B, Ivy Growth with Income Fund--Class B and Ivy
International Fund--Class B) (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(j) Establishment and Designation of Additional Class (Ivy International
Fund--Class I) (incorporated by reference to Post-Effective Amendment
No. 102 to the Registration Statement).
(k) Establishment and Designation of Series and Classes (Ivy Latin
American Strategy Fund--Class A and Class B, Ivy New Century
Fund--Class A and Class B) (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(l) Establishment and Designation of Series and Classes (Ivy International
Bond Fund--Class A and Class B) (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(m) Establishment and Designation of Series and Classes (Ivy Bond Fund,
Ivy Canada Fund, Ivy Global Fund, Ivy Short-Term US Government
Securities Fund (now known as Ivy Short-Term Bond Fund) -- Class A and
Class B) (incorporated by reference to Post-Effective Amendment No.
102 to the Registration Statement).
(n) Redesignation of Ivy Short-Term U.S. Government Securities Fund as Ivy
Short-Term Bond Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(o) Redesignation of Shares (Ivy Money Market Fund--Class A and Ivy Money
Market Fund--Class B) (incorporated by reference to Post-Effective
Amendment No. 84 to the Registration Statement).
(p) Form of Establishment and Designation of Additional Class (Ivy Bond
Fund--Class C; Ivy Canada Fund--Class C; Ivy China Region Fund--Class
C; Ivy Emerging Growth Fund--Class C; Ivy Global Fund--Class C; Ivy
Growth Fund--Class C; Ivy Growth with Income Fund--Class C; Ivy
International Fund--Class C; Ivy Latin America Strategy Fund--Class C;
Ivy International Bond Fund--Class C; Ivy Money Market Fund--Class C;
Ivy New Century Fund--Class C) (incorporated by reference to
Post-Effective Amendment No. 84 to the Registration Statement).
(q) Establishment and Designation of Series and Classes (Ivy Global
Science & Technology Fund--Class A, Class B, Class C and Class I)
(incorporated by reference to Post-Effective Amendment No. 86 to the
Registration Statement).
(r) Establishment and designation of Series and Classes (Ivy Global
Natural Resources Fund--Class A, Class B and Class C; Ivy Asia Pacific
Fund--Class A, Class B and Class C; Ivy International Small Companies
Fund--Class A, Class B, Class C and Class I) (incorporated by
reference to Post-Effective Amendment No. 89 to the Registration
Statement).
(s) Establishment and designation of Series and Classes (Ivy Pan-Europe
Fund--Class A, Class B and Class C) (incorporated by reference to
Post-Effective Amendment No. 92 to the Registration Statement).
(t) Establishment and designation of Series and Classes (Ivy International
Fund II--Class A, Class B, Class C and Class I) (incorporated by
reference to Post-Effective Amendment No. 94 to the Registration
Statement).
(u) Form of Establishment and Designation of Additional Class (Ivy Asia
Pacific Fund--Advisor Class; Ivy Bond Fund--Advisor Class; Ivy Canada
Fund--Advisor Class; Ivy China Region Fund--Advisor Class; Ivy
Emerging Growth Fund--Advisor Class; Ivy Global Fund--Advisor Class;
Ivy Global Natural Resources Fund--Advisor Class; Ivy Global Science &
Technology Fund--Advisor Class; Ivy Growth Fund--Advisor Class; Ivy
Growth with Income Fund--Advisor Class; Ivy International Bond
Fund--Advisor Class; Ivy International Fund II--Advisor Class; Ivy
International Small Companies Fund--Advisor Class; Ivy Latin America
Strategy Fund--Advisor Class; Ivy New Century Fund--Advisor Class; Ivy
Pan-Europe Fund--Advisor Class) (incorporated by reference to
Post-Effective Amendment No. 96 to the Registration Statement).
(v) Redesignations of Series and Classes (Ivy Emerging Growth Fund
redesignated as Ivy US Emerging Growth Fund; Ivy New Century Fund
redesignated as Ivy Developing Nations Fund; and, Ivy Latin America
Strategy Fund redesignated as Ivy South America Fund) (incorporated by
reference to Post-Effective Amendment No. 97 to the Registration
Statement).
(w) Redesignation of Series and Classes and Establishment and Designation
of Additional Class (Ivy International Bond Fund redesignated as Ivy
High Yield Fund; Class I shares of Ivy High Yield Fund established)
(incorporated by reference to Post-Effective Amendment No. 98 to the
Registration Statement).
(x) Establishment and designation of Series and Classes (Ivy US Blue Chip
Fund--Class A, Class B, Class C, Class I and Advisor Class)
(incorporated by reference to Post-Effective Amendment No. 101 to the
Registration Statement).
(y) Redesignation of Series and Classes (Ivy High Yield Fund redesignated
as Ivy International Strategic Bond Fund) (incorporated by reference
to Post-Effective Amendment No. 110 to the Registration Statement).
(z) Establishment and designation of Series and Classes (Ivy European
Opportunities Fund -- Class A, Class B, Class C, Class I and Advisor
Class) (incorporated by reference to Post-Effective Amendment No. 110
to the Registration Statement).
(aa) Establishment and designation of Series and Classes (Ivy Cundill Value
Fund -- Class A, Class B, Class C, Class I and Advisor Class)
(incorporated by reference to Post-Effective Amendment No. 113 to the
Registration Statement).
(bb) Establishment and designation of Series and Classes Ivy Next Wave
Internet Fund -- Class A, Class B, Class C, Class I and Advisor Class)
(incorporated by reference to Post-Effective Amendment No. 113 to the
Registration Statement).
(2) (a) By-Laws, as amended (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization, filed as Exhibit A to
Part A of Registrant's Registration Statement on Form N-14 and
incorporated by reference herein.
(5) (a) Specimen Securities for Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund and Ivy Money Market Fund (incorporated
by reference to Post-Effective Amendment No. 49 to the Registration
Statement).
(b) Specimen Security for Ivy Emerging Growth Fund (incorporated by
reference to Post-Effective Amendment No. 70 to the Registration
Statement).
(c) Specimen Security for Ivy China Region Fund (incorporated by reference
to Post-Effective Amendment No. 74 to the Registration Statement).
(d) Specimen Security for Ivy Latin American Strategy Fund (incorporated
by reference to Post-Effective Amendment No. 75 to the Registration
Statement).
(e) Specimen Security for Ivy New Century Fund (incorporated by reference
to Post-Effective Amendment No. 75 to the Registration Statement).
(f) Specimen Security for Ivy International Bond Fund (incorporated by
reference to Post-Effective Amendment No. 76 to the Registration
Statement).
(g) Specimen Securities for Ivy Bond Fund, Ivy Canada Fund, Ivy Global
Fund, and Ivy Short-Term U.S. Government Securities Fund (incorporated
by reference to Post-Effective Amendment No. 77 to the Registration
Statement).
(6) (a) Master Business Management and Investment Advisory Agreement
between Ivy Fund and Ivy Management, Inc. and Supplements for Ivy
Growth Fund, Ivy Growth with Income Fund, Ivy International Fund and
Ivy Money Market Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(b) Subadvisory Contract by and among Ivy Fund, Ivy Management, Inc. and
Boston Overseas Investors, Inc (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(c) Assignment Agreement relating to Subadvisory Contract (incorporated by
reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(d) Business Management and Investment Advisory Agreement Supplement for
Ivy Emerging Growth Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(e) Business Management and Investment Advisory Agreement Supplement for
Ivy China Region Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(f) Business Management and Investment Advisory Supplement for Ivy Latin
America Strategy Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(g) Business Management and Investment Advisory Agreement Supplement for
Ivy New Century Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(h) Business Management and Investment Advisory Agreement Supplement for
Ivy International Bond Fund (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(i) Business Management and Investment Advisory Agreement Supplement for
Ivy Bond Fund, Ivy Global Fund and Ivy Short-Term U.S. Government
Securities Fund (incorporated by reference to Post-Effective Amendment
No. 102 to the Registration Statement).
(j) Master Business Management Agreement between Ivy Fund and Ivy
Management, Inc (incorporated by reference to Post-Effective Amendment
No. 102 to the Registration Statement).
(k) Supplement to Master Business Agreement between Ivy Fund and Ivy
Management, Inc (Ivy Canada Fund) (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(l) Investment Advisory Agreement between Ivy Fund and Mackenzie Financial
Corporation (incorporated by reference to Post-Effective Amendment No.
102 to the Registration Statement).
(m) Form of Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc (Ivy
Global Science & Technology Fund) (incorporated by reference to
Post-Effective Amendment No. 86 to the Registration Statement).
(n) Form of Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc (Ivy Asia
Pacific Fund and Ivy International Small Companies Fund) (incorporated
by reference to Post-Effective Amendment No. 89 to the Registration
Statement).
(o) Form of Supplement to Master Business Management Agreement between Ivy
Fund and Ivy Management, Inc (Ivy Global Natural Resources Fund)
(incorporated by reference to Post-Effective Amendment No. 89 to the
Registration Statement).
(p) Form of Supplement to Investment Advisory Agreement between Ivy Fund
and Mackenzie Financial Corporation (Ivy Global Natural Resources
Fund) (incorporated by reference to Post-Effective Amendment No. 89 to
the Registration Statement).
(q) Form of Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc (Ivy
Pan-Europe Fund) (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(r) Form of Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc (Ivy
International Fund II) (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(s) Addendum to Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc (Ivy Developing
Nations Fund, Ivy South America Fund, Ivy US Emerging Growth Fund)
(incorporated by reference to Post-Effective Amendment No. 98 to the
Registration Statement).
(t) Supplement to Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc (Ivy High Yield
Fund) (incorporated by reference to Post-Effective Amendment No. 98 to
the Registration Statement).
(u) Supplement to Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc (Ivy US Blue Chip
Fund) (incorporated by reference to Post-Effective Amendment No. 101
to the Registration Statement).
(v) Supplement to Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc (Ivy International
Strategic Bond Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(w) Supplement to Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc (Ivy European
Opportunities Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(x) Subadvisory Agreement between Ivy Management, Inc. and Henderson
Investment Management Limited (Ivy International Small Companies Fund)
(incorporated by reference to Post-Effective Amendment No. 110 to the
Registration Statement).
(y) Amendment to Subadvisory Agreement between Ivy Management, Inc. and
Henderson Investment Management Limited (Ivy European Opportunities
Fund) (incorporated by reference to Post-Effective Amendment No. 110
to the Registration Statement).
(z) Supplement to Master Business Management and Investment Advisory
Agreement between Ivy Fund and Ivy Management, Inc (Ivy Cundill Value
Fund and Ivy Next Wave Internet Fund) (incorporated by reference to
Post-Effective Amendment No. 114 to the Registration Statement).
(aa) Subadvisory Agreement between Ivy Management, Inc. and Peter Cundill &
Associates, Inc (Ivy Cundill Value Fund) (incorporated by reference to
Post-Effective Amendment No. 114 to the Registration Statement).
(7) (a) Dealer Agreement, as amended (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(b) Amended and Restated Distribution Agreement (incorporated by reference
to Post-Effective Amendment No. 102 to the Registration Statement).
(c) Addendum to Amended and Restated Distribution Agreement (incorporated
by reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(d) Addendum to Amended and Restated Distribution Agreement (Ivy Money
Market Fund--Class A and Class B) (incorporated by reference to
Post-Effective Amendment No. 84 to the Registration Statement).
(e) Form of Addendum to Amended and Restated Distribution Agreement (Class
C) (incorporated by reference to Post-Effective Amendment No. 84 to
the Registration Statement).
(f) Form of Addendum to Amended and Restated Distribution Agreement (Ivy
Global Science & Technology Fund--Class A, Class B, Class C and Class
I) (incorporated by reference to Post-Effective Amendment No. 86 to
the Registration Statement).
(g) Form of Addendum to Amended and Restated Distribution Agreement (Ivy
Global Natural Resources Fund--Class A, Class B and Class C; Ivy Asia
Pacific Fund--Class A, Class B and Class C; Ivy International Small
Companies Fund--Class A, Class B, Class C, and Class I) (incorporated
by reference to Post-Effective Amendment No. 89 to the Registration
Statement).
(h) Form of Addendum to Amended and Restated Distribution Agreement (Ivy
Pan-Europe Fund--Class A, Class B and Class C) (incorporated by
reference to Post-Effective Amendment No. 94 to the Registration
Statement).
(i) Form of Addendum to Amended and Restated Distribution Agreement (Ivy
International Fund II--Class A, Class B, Class C and Class I)
(incorporated by reference to Post-Effective Amendment No. 94 to the
Registration Statement).
(j) Form of Addendum to Amended and Restated Distribution Agreement
(Advisor Class) (incorporated by reference to Post-Effective Amendment
No. 96 to the Registration Statement).
(k) Addendum to Amended and Restated Distribution Agreement (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US Emerging
Growth Fund) (incorporated by reference to Post-Effective Amendment
No. 98 to the Registration Statement).
(l) Addendum to Amended and Restated Distribution Agreement (Ivy High
Yield Fund) (incorporated by reference to Post-Effective Amendment No.
98 to the Registration Statement).
(m) Addendum to Amended and Restated Distribution Agreement (Ivy US Blue
Chip Fund) (incorporated by reference to Post-Effective Amendment No.
101 to the Registration Statement).
(n) Addendum to Amended and Restated Distribution Agreement (Ivy
International Strategic Bond Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(o) Addendum to Amended and Restated Distribution Agreement (Ivy European
Opportunities Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(p) Amended and Restated Distribution Agreement (incorporated by reference
to Post-Effective Amendment No. 110 to the Registration Statement).
(q) Addendum to Amended and Restated Distribution Agreement (Ivy Cundill
Value Fund and Ivy Next Wave Internet Fund) (incorporated by reference
to Post-Effective Amendment No. 114 to the Registration Statement).
(8) Not applicable.
(9) (a) Custodian Agreement between Ivy Fund and Brown Brothers Harriman &
Co (incorporated by reference to Post-Effective Amendment No. 102 to
the Registration Statement).
(b) Foreign Custody Manager Delegation Agreement between Ivy Fund and
Brown Brothers Harriman & Co (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(10) (a) Amended and Restated Distribution Plan for Class A shares of Ivy
China Region Fund, Ivy Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund and Ivy Emerging Growth Fund (incorporated by
reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(b) Distribution Plan for Class B shares of Ivy China Region Fund, Ivy
Growth Fund, Ivy Growth with Income Fund, Ivy International Fund and
Ivy Emerging Growth Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(c) Distribution Plan for Class C Shares of Ivy Growth with Income Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(d) Form of Rule 12b-1 Related Agreement (incorporated by reference to
Post-Effective Amendment No. 102 to the Registration Statement).
(e) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(f) Supplement to Distribution Plan for Ivy Fund Class B Shares
(incorporated by reference to Post-Effective Amendment No. 103 to the
Registration Statement).
(g) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (incorporated by reference to Post-Effective
Amendment No. 103 to the Registration Statement).
(h) Supplement to Distribution Plan for Ivy Fund Class B Shares
(incorporated by reference to Post-Effective Amendment No. 103 to the
Registration Statement).
(i) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (incorporated by reference to Post-Effective
Amendment No. 103 to the Registration Statement).
(j) Supplement to Distribution Plan for Ivy Fund Class B Shares
(incorporated by reference to Post-Effective Amendment No. 103 to the
Registration Statement).
(k) Form of Supplement to Distribution Plan for Ivy Growth with Income
Fund Class C Shares (Redesignation as Class D Shares) (incorporated by
reference to Post-Effective Amendment No. 84 to the Registration
Statement).
(l) Form of Distribution Plan for Class C shares of Ivy Bond Fund, Ivy
Canada Fund, Ivy China Region Fund, Ivy Emerging Growth Fund, Ivy
Global Fund, Ivy Growth Fund, Ivy Growth with Income Fund, Ivy
International Fund, Ivy International Bond Fund, Ivy Latin America
Strategy Fund and Ivy New Century Fund (incorporated by reference to
Post-Effective Amendment No. 85 to the Registration Statement).
(m) Form of Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy Global Science & Technology Fund)
(incorporated by reference to Post-Effective Amendment No. 87 to the
Registration Statement).
(n) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy Global Science & Technology Fund) (incorporated by reference to
Post-Effective Amendment No. 87 to the Registration Statement).
(o) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy Global Science & Technology Fund) (incorporated by reference to
Post-Effective Amendment No. 87 to the Registration Statement).
(p) Form of Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy Global Natural Resources Fund, Ivy
Asia Pacific Fund and Ivy International Small Companies Fund)
(incorporated by reference to Post-Effective Amendment No. 89 to the
Registration Statement).
(q) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy Global Natural Resources Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund) (incorporated by reference to
Post-Effective Amendment No. 89 to the Registration Statement).
(r) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy Global Natural Resources Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund) (incorporated by reference to
Post-Effective Amendment No. 89 to the Registration Statement).
(s) Form of Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy Pan-Europe Fund) (incorporated by
reference to Post-Effective Amendment No. 94 to the Registration
Statement).
(t) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy Pan-Europe Fund) (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(u) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy Pan-Europe Fund) (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(v) Form of Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy International Fund II) (incorporated
by reference to Post-Effective Amendment No. 94 to the Registration
Statement).
(w) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy International Fund II) (incorporated by reference to
Post-Effective Amendment No. 94 to the Registration Statement).
(x) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy International Fund II) (incorporated by reference to
Post-Effective Amendment No. 94 to the Registration Statement).
(y) Amendment to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (Ivy Developing Nations Fund, Ivy South America
Fund, Ivy US Emerging Growth Fund) (incorporated by reference to
Post-Effective Amendment No. 98 to the Registration Statement).
(z) Amendment to Distribution Plan for Ivy Fund Class B Shares (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US Emerging
Growth Fund) (incorporated by reference to Post-Effective Amendment
No. 98 to the Registration Statement).
(aa) Amendment to Distribution Plan for Ivy Fund Class C Shares (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US Emerging
Growth Fund) (incorporated by reference to Post-Effective Amendment
No. 98 to the Registration Statement).
(bb) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (Ivy High Yield Fund) (incorporated by reference
to Post-Effective Amendment No. 98 to the Registration Statement).
(cc) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy High
Yield Fund) (incorporated by reference to Post-Effective Amendment No.
98 to the Registration Statement).
(dd) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy High
Yield Fund) (incorporated by reference to Post-Effective Amendment No.
98 to the Registration Statement).
(ee) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (Ivy US Blue Chip Fund) (incorporated by reference
to Post-Effective Amendment No. 101 to the Registration Statement).
(ff) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy US
Blue Chip Fund) (incorporated by reference to Post-Effective Amendment
No. 101 to the Registration Statement).
(gg) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy US
Blue Chip Fund) (incorporated by reference to Post-Effective Amendment
No. 101 to the Registration Statement).
(hh) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (Ivy International Strategic Bond Fund)
(incorporated by reference to Post-Effective Amendment No. 110 to the
Registration Statement).
(ii) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy
International Strategic Bond Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(jj) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy
International Strategic Bond Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(kk) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (Ivy European Opportunities Fund) (incorporated by
reference to Post-Effective Amendment No. 110 to the Registration
Statement).
(ll) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy
European Opportunities Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(mm) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy
European Opportunities Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(nn) Form of Amended and Restated Distribution Plan For Ivy Fund Class B
Shares (incorporated by reference to Post-Effective Amendment No. 107
to the Registration Statement).
(oo) Amended and Restated Distribution Plan for Ivy Fund Class A Shares
(incorporated by reference to Post-Effective Amendment No. 111 to the
Registration Statement).
(pp) Supplement to Master Amended and Restated Distribution Plan for Ivy
Fund Class A Shares (Ivy Cundill Value Fund and Ivy Next Wave Internet
Fund) (incorporated by reference to Post-Effective Amendment No. 114
to the Registration Statement).
(qq) Supplement to Amended and Restated Distribution Plan for Ivy Fund
Class B Shares (Ivy Cundill Value Fund and Ivy Next Wave Internet
Fund) (incorporated by reference to Post-Effective Amendment No. 114
to the Registration Statement).
(rr) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy
Cundill Value Fund and Ivy Next Wave Internet Fund) (incorporated by
reference to Post-Effective Amendment No. 114 to the Registration
Statement).
(ss) Plan adopted pursuant to Rule 18f-3 under the Investment Company Act
of 1940 (incorporated by reference to Post-Effective Amendment No. 83
to the Registration Statement).
(tt) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 85 to the Registration Statement).
(uu) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 87 to the Registration Statement).
(vv) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 89 to the Registration Statement).
(ww) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 92 to the Registration Statement).
(xx) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 94 to the Registration Statement).
(yy) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 96 to the Registration Statement).
(zz) Amended and Restated Plan adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment Nos. 98 and 99 to the Registration
Statement).
(aaa)Amended and Restated Plan adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 101 to the Registration Statement).
(bbb)Amended and Restated Plan adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(ccc)Amended and Restated Plan adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (incorporated by reference to
Post-Effective Amendment No. 114 to the Registration Statement).
(11) Opinion and consent of Dechert Price & Rhoads, filed with Registrant's
Registration Statement on Form N-14 and incorporated by reference
herein.
(12) Form of opinion and consent of Dechert Price & Rhoads supporting the
tax matters and consequences to shareholders discussed in the
Prospectus, filed with Registrant's Registration Statement on Form
N-14 and incorporated by reference herein.
(13) (a) Master Administrative Services Agreement between Ivy Fund and
Mackenzie Investment Management Inc. and Supplements for Ivy Growth
Fund, Ivy Growth with Income Fund, Ivy International Fund and Ivy
Money Market Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(b) Addendum to Administrative Services Agreement Supplement for Ivy
International Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(c) Administrative Services Agreement Supplement for Ivy Emerging Growth
Fund (incorporated by reference to Post-Effective Amendment No. 102 to
the Registration Statement).
(d) Administrative Services Agreement Supplement for Ivy Money Market Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(e) Administrative Services Agreement Supplement for Ivy China Region Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(f) Administrative Services Agreement Supplement for Class I Shares of Ivy
International Fund (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(g) Master Fund Accounting Services Agreement between Ivy Fund and
Mackenzie Investment Management Inc. and Supplements for Ivy Growth
Fund, Ivy Emerging Growth Fund and Ivy Money Market Fund (incorporated
by reference to Post-Effective Amendment No. 102 to the Registration
Statement).
(h) Fund Accounting Services Agreement Supplement for Ivy Growth with
Income Fund (incorporated by reference to Post-Effective Amendment No.
102 to the Registration Statement).
(i) Fund Accounting Services Agreement Supplement for Ivy China Region
Fund (incorporated by reference to Post-Effective Amendment No. 102 to
the Registration Statement).
(j) Transfer Agency and Shareholder Services Agreement between Ivy Fund
and Ivy Management, Inc (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(k) Addendum to Transfer Agency and Shareholder Services Agreement
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(l) Assignment Agreement relating to Transfer Agency and Shareholder
Services Agreement (incorporated by reference to Post-Effective
Amendment No. 102 to the Registration Statement).
(m) Administrative Services Agreement Supplement for Ivy Latin America
Strategy Fund (incorporated by reference to Post-Effective Amendment
No. 102 to the Registration Statement).
(n) Administrative Services Agreement Supplement for Ivy New Century Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(o) Fund Accounting Services Agreement Supplement for Ivy Latin America
Strategy Fund (incorporated by reference to Post-Effective Amendment
No. 102 to the Registration Statement).
(p) Fund Accounting Services Agreement Supplement for Ivy New Century Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(q) Addendum to Transfer Agency and Shareholder Services Agreement
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(r) Administrative Services Agreement Supplement for Ivy International
Bond Fund (incorporated by reference to Post-Effective Amendment No.
102 to the Registration Statement).
(s) Fund Accounting Services Agreement Supplement for International Bond
Fund (incorporated by reference to Post-Effective Amendment No. 102 to
the Registration Statement).
(t) Addendum to Transfer Agency and Shareholder Services Agreement
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(u) Addendum to Transfer Agency and Shareholder Services Agreement
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(v) Administrative Services Agreement Supplement for Ivy Bond Fund, Ivy
Global Fund and Ivy Short-Term U.S. Government Securities Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(w) Fund Accounting Services Agreement Supplement for Ivy Bond Fund, Ivy
Global Fund and Ivy Short-Term U.S. Government Securities Fund
(incorporated by reference to Post-Effective Amendment No. 102 to the
Registration Statement).
(x) Form of Administrative Services Agreement Supplement (Class C) for Ivy
Bond Fund, Ivy Canada Fund, Ivy China Region Fund, Ivy Emerging Growth
Fund, Ivy Global Fund, Ivy Growth Fund, Ivy Growth with Income Fund,
Ivy International Fund, Ivy International Bond Fund, Ivy Latin America
Strategy Fund, Ivy Money Market Fund and Ivy New Century Fund
(incorporated by reference to Post-Effective Amendment No. 84 to the
Registration Statement).
(y) Form of Addendum to Transfer Agency and Shareholder Services Agreement
(Class C) (incorporated by reference to Post-Effective Amendment No.
84 to the Registration Statement).
(z) Form of Administrative Services Agreement Supplement for Ivy Global
Science & Technology Fund (incorporated by reference to Post-Effective
Amendment No. 86 to the Registration Statement).
(aa) Form of Fund Accounting Services Agreement Supplement for Ivy Global
Science & Technology Fund (incorporated by reference to Post-Effective
Amendment No. 86 to the Registration Statement).
(bb) Form of Addendum to Transfer Agency and Shareholder Services Agreement
for Ivy Global Science & Technology Fund (incorporated by reference to
Post-Effective Amendment No. 86 to the Registration Statement).
(cc) Form of Administrative Services Agreement Supplement for Ivy Global
Natural Resources Fund, Ivy Asia Pacific Fund and Ivy International
Small Companies Fund (incorporated by reference to Post-Effective
Amendment No. 89 to the Registration Statement).
(dd) Form of Fund Accounting Services Agreement Supplement for Ivy Global
Natural Resources Fund, Ivy Asia Pacific Fund and Ivy International
Small Companies Fund (incorporated by reference to Post-Effective
Amendment No. 89 to the Registration Statement).
(ee) Form of Addendum to Transfer Agency and Shareholder Services Agreement
for Ivy Global Natural Resources Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund (incorporated by reference to
Post-Effective Amendment No. 89 to the Registration Statement).
(ff) Form of Administrative Services Agreement Supplement for Ivy
Pan-Europe Fund (incorporated by reference to Post-Effective Amendment
No. 94 to the Registration Statement).
(gg) Form of Fund Accounting Services Agreement Supplement for Ivy
Pan-Europe Fund (incorporated by reference to Post-Effective Amendment
No. 94 to the Registration Statement).
(hh) Form of Addendum to Transfer Agency and Shareholder Services Agreement
for Ivy Pan-Europe Fund (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(ii) Form of Administrative Services Agreement Supplement for Ivy
International Fund II (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(jj) Form of Fund Accounting Services Agreement Supplement for Ivy
International Fund II (incorporated by reference to Post-Effective
Amendment No. 94 to the Registration Statement).
(kk) Form of Addendum to Transfer Agency and Shareholder Services Agreement
for Ivy International Fund II (incorporated by reference to
Post-Effective Amendment No. 94 to the Registration Statement).
(ll) Form of Administrative Services Agreement Supplement (Advisor Class)
for Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy Canada Fund, Ivy China
Region Fund, Ivy Emerging Growth Fund, Ivy Global Fund, Ivy Global
Natural Resources Fund, Ivy Global Science & Technology Fund, Ivy
Growth Fund, Ivy Growth with Income Fund, Ivy International Bond Fund,
Ivy International Fund II, Ivy International Small Companies Fund, Ivy
Latin America Strategy Fund, Ivy New Century Fund and Ivy Pan-Europe
Fund (incorporated by reference to Post-Effective Amendment No. 96 to
the Registration Statement).
(mm) Form of Addendum to Transfer Agency and Shareholder Services Agreement
(Advisor Class) (incorporated by reference to Post-Effective Amendment
No. 96 to the Registration Statement).
(nn) Addendum to Administrative Services Agreement (Ivy Developing Nations
Fund, Ivy South America Fund, Ivy US Emerging Growth Fund)
(incorporated by reference to Post-Effective Amendment No. 98 to the
Registration Statement).
(oo) Addendum to Fund Accounting Services Agreement (Ivy Developing Nations
Fund, Ivy South America Fund, Ivy US Emerging Growth Fund)
(incorporated by reference to Post-Effective Amendment No. 98 to the
Registration Statement).
(pp) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US Emerging
Growth Fund, Ivy High Yield Fund) (incorporated by reference to
Post-Effective Amendment No. 98 to the Registration Statement).
(qq) Addendum to Fund Accounting Services Agreement (Ivy High Yield Fund)
(incorporated by reference to Post-Effective Amendment No. 98 to the
Registration Statement).
(rr) Addendum to Administrative Services Agreement (Ivy High Yield Fund)
(incorporated by reference to Post-Effective Amendment No. 98 to the
Registration Statement).
(ss) Amended Addendum to Transfer Agency and Shareholder Services Agreement
(Ivy Developing Nations Fund, Ivy South America Fund, Ivy US Emerging
Growth Fund, Ivy High Yield Fund) (incorporated by reference to
Post-Effective Amendment Nos. 98 and 99 to the Registration
Statement).
(tt) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy US
Blue Chip Fund) (incorporated by reference to Post-Effective Amendment
No. 101 to the Registration Statement).
(uu) Addendum to Fund Accounting Services Agreement (Ivy US Blue Chip Fund)
(incorporated by reference to Post-Effective Amendment No. 101 to the
Registration Statement).
(vv) Addendum to Administrative Services Agreement (Ivy US Blue Chip Fund)
(incorporated by reference to Post-Effective Amendment No. 101 to the
Registration Statement).
(ww) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy
International Strategic Bond Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(xx) Addendum to Fund Accounting Services Agreement (Ivy International
Strategic Bond Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(yy) Addendum to Administrative Services Agreement (Ivy International
Strategic Bond Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(zz) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy
European Opportunities Fund) (incorporated by reference to
Post-Effective Amendment No. 110 to the Registration Statement).
(aaa)Addendum to Fund Accounting Services Agreement (Ivy European
Opportunities Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(bbb)Addendum to Administrative Services Agreement (Ivy European
Opportunities Fund) (incorporated by reference to Post-Effective
Amendment No. 110 to the Registration Statement).
(ccc)Addendum to Transfer Agency and Shareholder Services Agreement (Ivy
Cundill Value Fund and Ivy Next Wave Internet Fund) (incorporated by
reference to Post-Effective Amendment No. 114 to the Registration
Statement).
(ddd)Addendum to Fund Accounting Services Agreement (Ivy Cundill Value
Fund and Ivy Next Wave Internet Fund) (incorporated by reference to
Post-Effective Amendment No. 114 to the Registration Statement)..
(eee)Addendum to Administrative Services Agreement (Ivy Cundill Value Fund
and Ivy Next Wave Internet Fund) (incorporated by reference to
Post-Effective Amendment No. 114 to the Registration Statement).
(14) Opinions and consent of independent certified public accountants, filed
with Registrant's Registration Statement on Form N-14 and incorporated
by reference herein.
(15) Not applicable.
(16) Powers of Attorney, filed with Registrant's Registration Statement on
Form N-14 and incorporated by reference herein.
(17) Form of Proxy, filed herewith.
Item 17. Undertakings.
(1) The undersigned registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a
part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CFR 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for reofferings by persons who may be deemed underwriters, in addition
to the information called for by the other items of the applicable
form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
(3) The undersigned registrant undertakes to file, by post-effective
amendment within a reasonable time after its receipt, an opinion of
counsel supporting the tax consequences of the proposed reorganization.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14 has been signed on behalf of the Registrant
in the City of Boston and Commonwealth of Massachusetts on the 19th day of May,
2000.
IVY FUND
/s/ James W. Broadfoot*
By: James W. Broadfoot
President
By: /s/ Joseph R. Fleming
Joseph R. Fleming, Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, this Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
/s/ John S. Anderegg, Jr.* Trustee 5/19/00
/s/ Paul H. Broyhill* Trustee 5/19/00
/s/ James W. Broadfoot* Trustee And President 5/19/00
/s/ Keith J. Carlson* Trustee And Chairman 5/19/00
(Chief Executive Officer)
/s/ Stanley Channick* Trustee 5/19/00
/s/ C. William Ferris* Treasurer (Chief 5/19/00
Financial Officer)
/s/ Roy J. Glauber* Trustee 5/19/00
/s/ Joseph G. Rosenthal* Trustee 5/19/00
/s/ Richard N. Silverman* Trustee 5/19/00
/s/ J. Brendan Swan* Trustee 5/19/00
/s/ Dianne Lister* Trustee 5/19/00
/s/ Edward M. Tighe* Trustee 5/19/00
By: /s/ Joseph R. Fleming
Attorney-in-Fact
* Executed pursuant to Powers of Attorney, filed with Registrant's Registration
Statement on Form N-14 on April 21, 2000.
<PAGE>
EXHIBIT INDEX
Exhibit 17 Form of Proxy
<PAGE>
EXHIBIT 17
FORM OF PROXY
IVY SOUTH AMERICA FUND THIS PROXY IS SOLICITED ON BEHALF
a series of IVY FUND OF THE BOARD OF TRUSTEES
The undersigned, having received Notice of the June 27, 2000 Special
Meeting of Shareholders of Ivy South America Fund (the "Fund"), a series of Ivy
Fund (the "Trust"), and the related Proxy Statement/Prospectus, hereby appoints
C. William Ferris, Keith J. Carlson, and Paula K. Wolfe, and each of them, as
proxies, with full power of substitution and revocation, to represent the
undersigned and to vote all shares of the Fund that the undersigned is entitled
to vote at the Special Meeting of Shareholders of the Fund to be held on June
27, 2000 at 10:00 a.m. Eastern time, and any adjournments or postponements
thereof.
PLEASE INDICATE VOTE ON OPPOSITE SIDE OF CARD.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.
Dated: __________________, 2000
Please sign name or names as
appearing on proxy and return
promptly in the enclosed postage
-paid envelope. If signing
as a representative, please
include capacity.
[Name, address]
------------------------------
Signature(s) of Shareholder(s)
[REVERSE SIDE OF CARD]
Please indicate your vote by filling in the appropriate box below, using blue or
black ink or dark pencil (do not use red ink). This proxy will be voted in
accordance with your specifications. If no specification is made, this proxy
will be voted in favor of the Proposal.
For Against Abstain
PROPOSAL: Approval of the Agreement
and Plan of Reorganization
between the Trust, on behalf
of the Fund, and the Trust,
on behalf of Ivy Developing
Markets Fund, as set forth in
the Proxy Statement/Prospectus.
THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION ON ANY OTHER BUSINESS
THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS
THEREOF.
PLEASE DO NOT FORGET TO SIGN THE OTHER SIDE OF THIS CARD.
