-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IKPCGojVXsQW4YebcZstAKBlx3I8W6Wzl7tWiYepblHqrITU+47u6zkg2pkvUCRq TrekuIcPT/z1doWeYm0PSg== 0000945621-00-000371.txt : 20000522 0000945621-00-000371.hdr.sgml : 20000522 ACCESSION NUMBER: 0000945621-00-000371 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVY FUND CENTRAL INDEX KEY: 0000052858 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 046006759 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-14/A SEC ACT: SEC FILE NUMBER: 333-35438 FILM NUMBER: 640421 BUSINESS ADDRESS: STREET 1: 700 SOUTH FEDERAL HIGHWAY STREET 2: SUITE 300 CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: 407-393-8900 MAIL ADDRESS: STREET 1: P. O. BOX 5007 CITY: BOCA RATON STATE: FL ZIP: 33431-0807 N-14/A 1 N-14/A FOR IVY DEVELOPING MARKETS FUND 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. 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. 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. 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. EXHIBIT INDEX Exhibit 17 Form of Proxy EX-99 2 FORM OF PROXY 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. -----END PRIVACY-ENHANCED MESSAGE-----