-----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, Rb7jAXfStqfDo7sDYmtDoZANQcAuEpiQgzPGb1XMMgkWnZBYhWla//AeUbNqP0/C KYFGP/rE7R2WkIFtqtNveA== /in/edgar/work/20000623/0000945621-00-000508/0000945621-00-000508.txt : 20000920 0000945621-00-000508.hdr.sgml : 20000920 ACCESSION NUMBER: 0000945621-00-000508 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000623 EFFECTIVENESS DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IVY FUND CENTRAL INDEX KEY: 0000052858 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 046006759 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 002-17613 FILM NUMBER: 660036 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 485BPOS 1 0001.txt PEA #116 As filed electronically with the Securities and Exchange Commission on June 23, 2000 (File No. 2-17613) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Post-Effective Amendment No. 116 [ X ] and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 Amendment No. [ X ] 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) 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) Copies to: Joseph R. Fleming, Esq. Dechert Price & Rhoads Ten Post Office Square, South - Suite 1230 Boston, MA 02109 [ X ] It is proposed that this Post-Effective Amendment become effective June 23, 2000, pursuant to paragraph (b) of Rule 485. THIS POST-EFFECTIVE AMENDMENT NO. 116 TO THE REGISTRATION STATEMENT OF IVY FUND (THE "REGISTRANT") IS BEING MADE TO FILE CERTAIN EXHIBITS TO THE REGISTRANT'S REGISTRATION STATEMENT. ACCORDINGLY, THE PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION FOR THE TWENTY-ONE SERIES OFFERED BY THE REGISTRANT ARE NOT INCLUDED IN, BUT ARE INCORPORATED BY REFERENCE TO, THIS FILING IVY FUND CROSS REFERENCE SHEET Post-Effective Amendment No. 116 incorporates by reference the prospectuses and statements of additional information for the twenty-one series of the Registrant, as described in eleven separate prospectuses and statements of additional information. ITEMS REQUIRED BY FORM N-1A: PART A: PROSPECTUS ITEM 1 FRONT AND BACK COVER PAGES: Front and back cover pages ITEM 2 RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE: Fund-specific sections following front cover page ITEM 3 RISK/RETURN SUMMARY: FEE TABLE: Fund-specific sections following front cover page ITEM 4 INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED RISKS: Fund-specific sections following front cover page; Additional Information About Investment Strategies And Risks ITEM 5 MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Not applicable ITEM 6 MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE: Management ITEM 7 SHAREHOLDER INFORMATION: Shareholder Information ITEM 8 DISTRIBUTION ARRANGEMENTS: Shareholder Information ITEM 9 FINANCIAL HIGHLIGHTS INFORMATION: Financial Highlights PART B: STATEMENT OF ADDITIONAL INFORMATION ITEM 10 COVER PAGE AND TABLE OF CONTENTS: Cover Page; Table of Contents ITEM 11 FUND HISTORY: General Information ITEM 12 DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS: Investment Objectives, Strategies and Risks; Investment Restrictions; Appendix A ITEM13 MANAGEMENT OF THE FUND: Investment Advisory and Other Services ITEM 14 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Trustees and Officers ITEM 15 INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisory and Other Services ITEM 16 BROKERAGE ALLOCATION AND OTHER PRACTICES: Brokerage Allocation ITEM 17 CAPITAL STOCK AND OTHER SECURITIES: Capitalization and Voting Rights ITEM 18 PURCHASE, REDEMPTION AND PRICING OF SHARES: Special Rights and Privileges; Capitalization and Voting Rights; Net Asset Value ITEM 19 TAXATION OF THE FUND: Taxation ITEM 20 UNDERWRITERS: Distribution Services ITEM 21 CALCULATION OF PERFORMANCE DATA: Performance Information ITEM 22 FINANCIAL STATEMENTS: Financial Statements Part A Part A of this Post-Effective Amendment No. 116 to the Registration Statement is incorporated by reference in its entirety to Ivy Fund's current Post-Effective Amendment No. 115 filed on May 1, 2000. Part B Part B of this Post-Effective Amendment No. 116 to the Registration Statement is incorporated by reference in its entirety to Ivy Fund's current Post-Effective Amendment No. 115 filed on May 1, 2000. PART C. OTHER INFORMATION Item 23: Exhibits: (a) Articles of Incorporation: (1) Amended and Restated Declaration of Trust dated December 10, 1992, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (2) Redesignation of Shares of Beneficial Interest and Establishment and Designation of Additional Series and Classes of Shares of Beneficial Interest (No Par Value) filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (3) Amendment to Amended and Restated Declaration of Trust, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (4) Amendment to Amended and Restated Declaration of Trust, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (5) Establishment and Designation of Additional Series (Ivy Emerging Growth Fund), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (6) Redesignation of Shares (Ivy Growth with Income Fund--Class A) and Establishment and Designation of Additional Class (Ivy Growth with Income Fund--Class C), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (7) Redesignation of Shares (Ivy Emerging Growth Fund--Class A, Ivy Growth Fund--Class A and Ivy International Fund--Class A), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (8) Establishment and Designation of Additional Series (Ivy China Region Fund), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (9) 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), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (10) Establishment and Designation of Additional Class (Ivy International Fund--Class I), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (11) 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), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (12) Establishment and Designation of Series and Classes (Ivy International Bond Fund--Class A and Class B), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (13) 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), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (14) Redesignation of Ivy Short-Term U.S. Government Securities Fund as Ivy Short-Term Bond Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (15) Redesignation of Shares (Ivy Money Market Fund--Class A and Ivy Money Market Fund--Class B), filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (16) 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), filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (17) Establishment and Designation of Series and Classes (Ivy Global Science & Technology Fund--Class A, Class B, Class C and Class I), filed with Post-Effective Amendment No. 86 and incorporated by reference herein. (18) 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), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (19) Establishment and designation of Series and Classes (Ivy Pan-Europe Fund--Class A, Class B and Class C), filed with Post-Effective Amendment No. 92 and incorporated by reference herein. (20) Establishment and designation of Series and Classes (Ivy International Fund II--Class A, Class B, Class C and Class I), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (21) 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), filed with Post-Effective Amendment No. 96 and incorporated by reference herein. (22) 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), filed with Post-Effective Amendment No. 97 to Registration Statement 2-17613 and incorporated by reference herein. (23) 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), filed with Post-Effective Amendment No. 98 to Registration Statement 2-17613 and incorporated by reference herein. (24) Establishment and designation of Series and Classes (Ivy US Blue Chip Fund--Class A, Class B, Class C, Class I and Advisor Class), filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (25) Redesignation of Series and Classes (Ivy High Yield Fund redesignated as Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (26) Establishment and designation of Series and Classes (Ivy European Opportunities Fund -- Class A, Class B, Class C, Class I and Advisor Class) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (27) Establishment and designation of Series and Classes (Ivy Cundill Value Fund -- Class A, Class B, Class C, Class I and Advisor Class) filed with Post-Effective Amendment No. 113 and incorporated by reference herein. (28) Establishment and designation of Series and Classes Ivy Next Wave Internet Fund -- Class A, Class B, Class C, Class I and Advisor Class) filed with Post-Effective Amendment No. 113 and incorporated by reference herein. (b) By-laws: (1) By-Laws, as amended, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (c) Instruments Defining the Rights of Security Holders: (1) Specimen Securities for Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International Fund and Ivy Money Market Fund, filed with Post-Effective Amendment No. 49 and incorporated by reference herein. (2) Specimen Security for Ivy Emerging Growth Fund, filed with Post-Effective Amendment No. 70 and incorporated by reference herein. (3) Specimen Security for Ivy China Region Fund, filed with Post-Effective Amendment No. 74 and incorporated by reference herein. (4) Specimen Security for Ivy Latin American Strategy Fund, filed with Post-Effective Amendment No. 75 and incorporated by reference herein. (5) Specimen Security for Ivy New Century Fund, filed with Post-Effective Amendment No. 75 and incorporated by reference herein. (6) Specimen Security for Ivy International Bond Fund, filed with Post-Effective Amendment No. 76 and incorporated by reference herein. (7) Specimen Securities for Ivy Bond Fund, Ivy Canada Fund, Ivy Global Fund, and Ivy Short-Term U.S. Government Securities Fund, filed with Post-Effective Amendment No. 77 and incorporated by reference herein. (d) Investment Advisory Contracts: (1) 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, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (2) Subadvisory Contract by and among Ivy Fund, Ivy Management, Inc. and Boston Overseas Investors, Inc., filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (3) Assignment Agreement relating to Subadvisory Contract, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (4) Business Management and Investment Advisory Agreement Supplement for Ivy Emerging Growth Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (5) Business Management and Investment Advisory Agreement Supplement for Ivy China Region Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (6) Business Management and Investment Advisory Supplement for Ivy Latin America Strategy Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (7) Business Management and Investment Advisory Agreement Supplement for Ivy New Century Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (8) Business Management and Investment Advisory Agreement Supplement for Ivy International Bond Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (9) Business Management and Investment Advisory Agreement Supplement for Ivy Bond Fund, Ivy Global Fund and Ivy Short-Term U.S. Government Securities Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (10) Master Business Management Agreement between Ivy Fund and Ivy Management, Inc., filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (11) Supplement to Master Business Agreement between Ivy Fund and Ivy Management, Inc. (Ivy Canada Fund), filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (12) Investment Advisory Agreement between Ivy Fund and Mackenzie Financial Corporation, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (13) Form of Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy Global Science & Technology Fund), filed with Post-Effective Amendment No. 86 and incorporated by reference herein. (14) 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), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (15) Form of Supplement to Master Business Management Agreement between Ivy Fund and Ivy Management, Inc. (Ivy Global Natural Resources Fund), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (16) Form of Supplement to Investment Advisory Agreement between Ivy Fund and Mackenzie Financial Corporation (Ivy Global Natural Resources Fund), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (17) Form of Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy Pan-Europe Fund), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (18) Form of Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy International Fund II), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (19) 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), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (20) Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (21) Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (22) Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (23) Supplement to Master Business Management and Investment Advisory Agreement between Ivy Fund and Ivy Management, Inc. (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (24) Subadvisory Agreement between Ivy Management, Inc. and Henderson Investment Management Limited (Ivy International Small Companies Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (25) Amendment to Subadvisory Agreement between Ivy Management, Inc. and Henderson Investment Management Limited (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (26) 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) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (27) Subadvisory Agreement between Ivy Management, Inc. and Peter Cundill & Associates, Inc. (Ivy Cundill Value Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (e) Underwriting Contracts: (1) Dealer Agreement, as amended, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (2) Amended and Restated Distribution Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (3) Addendum to Amended and Restated Distribution Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (4) Addendum to Amended and Restated Distribution Agreement (Ivy Money Market Fund--Class A and Class B), filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (5) Form of Addendum to Amended and Restated Distribution Agreement (Class C), filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (6) Form of Addendum to Amended and Restated Distribution Agreement (Ivy Global Science & Technology Fund--Class A, Class B, Class C and Class I), filed with Post-Effective Amendment No. 86 and incorporated by reference herein. (7) 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), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (8) Form of Addendum to Amended and Restated Distribution Agreement (Ivy Pan-Europe Fund--Class A, Class B and Class C), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (9) Form of Addendum to Amended and Restated Distribution Agreement (Ivy International Fund II--Class A, Class B, Class C and Class I), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (10) Form of Addendum to Amended and Restated Distribution Agreement (Advisor Class), filed with Post-Effective Amendment No. 96 and incorporated by reference herein. (11) Addendum to Amended and Restated Distribution Agreement (Ivy Developing Nations Fund, Ivy South America Fund, Ivy US Emerging Growth Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (12) Addendum to Amended and Restated Distribution Agreement (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (13) Addendum to Amended and Restated Distribution Agreement (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (14) Addendum to Amended and Restated Distribution Agreement (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (15) Addendum to Amended and Restated Distribution Agreement (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (16) Amended and Restated Distribution Agreement, filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (17) Addendum to Amended and Restated Distribution Agreement (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (f) Bonus or Profit Sharing Contracts: Inapplicable. (g) Custodian Agreements: (1) Custodian Agreement between Ivy Fund and Brown Brothers Harriman & Co., filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (2) Foreign Custody Manager Delegation Agreement between Ivy Fund and Brown Brothers Harriman & Co., filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (h) Other Material Contracts: (1) 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, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (2) Addendum to Administrative Services Agreement Supplement for Ivy International Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (3) Administrative Services Agreement Supplement for Ivy Emerging Growth Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (4) Administrative Services Agreement Supplement for Ivy Money Market Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (5) Administrative Services Agreement Supplement for Ivy China Region Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (6) Administrative Services Agreement Supplement for Class I Shares of Ivy International Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (7) 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, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (8) Fund Accounting Services Agreement Supplement for Ivy Growth with Income Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (9) Fund Accounting Services Agreement Supplement for Ivy China Region Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (10) Transfer Agency and Shareholder Services Agreement between Ivy Fund and Ivy Management, Inc., filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (11) Addendum to Transfer Agency and Shareholder Services Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (12) Assignment Agreement relating to Transfer Agency and Shareholder Services Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (13) Administrative Services Agreement Supplement for Ivy Latin America Strategy Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (14) Administrative Services Agreement Supplement for Ivy New Century Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (15) Fund Accounting Services Agreement Supplement for Ivy Latin America Strategy Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (16) Fund Accounting Services Agreement Supplement for Ivy New Century Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (17) Addendum to Transfer Agency and Shareholder Services Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (18) Administrative Services Agreement Supplement for Ivy International Bond Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (19) Fund Accounting Services Agreement Supplement for International Bond Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (20) Addendum to Transfer Agency and Shareholder Services Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (21) Addendum to Transfer Agency and Shareholder Services Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (22) Administrative Services Agreement Supplement for Ivy Bond Fund, Ivy Global Fund and Ivy Short-Term U.S. Government Securities Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (23) Fund Accounting Services Agreement Supplement for Ivy Bond Fund, Ivy Global Fund and Ivy Short-Term U.S. Government Securities Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (24) 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, filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (25) Form of Addendum to Transfer Agency and Shareholder Services Agreement (Class C), filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (26) Form of Administrative Services Agreement Supplement for Ivy Global Science & Technology Fund, filed with Post-Effective Amendment No. 86 and incorporated by reference herein. (27) Form of Fund Accounting Services Agreement Supplement for Ivy Global Science & Technology Fund, filed with Post-Effective Amendment No. 86 and incorporated by reference herein. (28) Form of Addendum to Transfer Agency and Shareholder Services Agreement for Ivy Global Science & Technology Fund, filed with Post-Effective Amendment No. 86 and incorporated by reference herein. (29) Form of Administrative Services Agreement Supplement for Ivy Global Natural Resources Fund, Ivy Asia Pacific Fund and Ivy International Small Companies Fund, filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (30) Form of Fund Accounting Services Agreement Supplement for Ivy Global Natural Resources Fund, Ivy Asia Pacific Fund and Ivy International Small Companies Fund, filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (31) 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, filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (32) Form of Administrative Services Agreement Supplement for Ivy Pan-Europe Fund, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (33) Form of Fund Accounting Services Agreement Supplement for Ivy Pan-Europe Fund, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (34) Form of Addendum to Transfer Agency and Shareholder Services Agreement for Ivy Pan-Europe Fund, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (35) Form of Administrative Services Agreement Supplement for Ivy International Fund II, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (36) Form of Fund Accounting Services Agreement Supplement for Ivy International Fund II, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (37) Form of Addendum to Transfer Agency and Shareholder Services Agreement for Ivy International Fund II, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (38) 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, filed with Post-Effective Amendment No. 96 and incorporated by reference herein. (39) Form of Addendum to Transfer Agency and Shareholder Services Agreement (Advisor Class), filed with Post-Effective Amendment No. 96 and incorporated by reference herein. (40) Addendum to Administrative Services Agreement (Ivy Developing Nations Fund, Ivy South America Fund, Ivy US Emerging Growth Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (41) Addendum to Fund Accounting Services Agreement (Ivy Developing Nations Fund, Ivy South America Fund, Ivy US Emerging Growth Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (42) 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), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (43) Addendum to Fund Accounting Services Agreement (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (44) Addendum to Administrative Services Agreement (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (45) 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), filed with Post-Effective Amendment No. 98 and incorporated by reference herein (a corrected version of which was filed with Post-Effective Amendment No. 99). (46) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (47) Addendum to Fund Accounting Services Agreement (Ivy US Blue Chip Fund), to be filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (48) Addendum to Administrative Services Agreement (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (49) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (50) Addendum to Fund Accounting Services Agreement (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (51) Addendum to Administrative Services Agreement (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (52) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (53) Addendum to Fund Accounting Services Agreement (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (54) Addendum to Administrative Services Agreement (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (55) Addendum to Transfer Agency and Shareholder Services Agreement (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (56) Addendum to Fund Accounting Services Agreement (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (57) Addendum to Administrative Services Agreement (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (i) Legal Opinion: Not applicable. (j) Other Opinions: Not applicable. (k) Omitted Financial Statements: Not applicable. (l) Initial Capital Agreements: Not applicable. (m) Rule 12b-1 Plan: (1) 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, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (2) 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, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (3) Distribution Plan for Class C Shares of Ivy Growth with Income Fund, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (4) Form of Rule 12b-1 Related Agreement, filed with Post-Effective Amendment No. 102 and incorporated by reference herein. (5) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares, filed with Post-Effective Amendment No.102 and incorporated by reference herein. (6) Supplement to Distribution Plan for Ivy Fund Class B Shares, filed with Post-Effective Amendment No. 103 and incorporated by reference herein. (7) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares, filed with Post-Effective Amendment No. 103 and incorporated by reference herein. (8) Supplement to Distribution Plan for Ivy Fund Class B Shares, filed with Post-Effective Amendment No. 103 and incorporated by reference herein. (9) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares, filed with Post-Effective Amendment No. 103 and incorporated by reference herein. (10) Supplement to Distribution Plan for Ivy Fund Class B Shares, filed with Post-Effective Amendment No. 103 and incorporated by reference herein. (11) Form of Supplement to Distribution Plan for Ivy Growth with Income Fund Class C Shares (Redesignation as Class D Shares), filed with Post-Effective Amendment No. 84 and incorporated by reference herein. (12) 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, filed with Post-Effective Amendment No. 85 and incorporated by reference herein. (13) Form of Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy Global Science & Technology Fund), filed with Post-Effective Amendment No. 87 and incorporated by reference herein. (14) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy Global Science & Technology Fund), filed with Post-Effective Amendment No. 87 and incorporated by reference herein. (15) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy Global Science & Technology Fund), filed with Post-Effective Amendment No. 87 and incorporated by reference herein. (16) 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), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (17) 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), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (18) 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), filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (19) Form of Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy Pan-Europe Fund), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (20) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy Pan-Europe Fund), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (21) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy Pan-Europe Fund), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (22) Form of Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy International Fund II), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (23) Form of Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy International Fund II), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (24) Form of Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy International Fund II), filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (25) 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), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (26) Amendment to Distribution Plan for Ivy Fund Class B Shares (Ivy Developing Nations Fund, Ivy South America Fund, Ivy US Emerging Growth Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (27) Amendment to Distribution Plan for Ivy Fund Class C Shares (Ivy Developing Nations Fund, Ivy South America Fund, Ivy US Emerging Growth Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (28) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (29) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (30) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy High Yield Fund), filed with Post-Effective Amendment No. 98 and incorporated by reference herein. (31) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 and incorporated by reference herein. (32) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 and incorporated by reference herein. (33) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy US Blue Chip Fund), filed with Post-Effective Amendment No. 101 and incorporated by reference herein. (34) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (35) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (36) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy International Strategic Bond Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (37) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (38) Supplement to Distribution Plan for Ivy Fund Class B Shares (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (39) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy European Opportunities Fund) filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (40) Form of Amended and Restated Distribution Plan For Ivy Fund Class B Shares, filed with Post-Effective Amendment No. 107 and incorporated by reference herein. (41) Amended and Restated Distribution Plan for Ivy Fund Class A Shares, filed with Post-Effective Amendment No. 111 and incorporated by reference herein. (42) Supplement to Master Amended and Restated Distribution Plan for Ivy Fund Class A Shares (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (43) Supplement to Amended and Restated Distribution Plan for Ivy Fund Class B Shares (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (44) Supplement to Distribution Plan for Ivy Fund Class C Shares (Ivy Cundill Value Fund and Ivy Next Wave Internet Fund) filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (n) Rule 18f-3 Plans: (1) Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 83 and incorporated by reference herein. (2) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 85 and incorporated by reference herein. (3) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 87 and incorporated by reference herein. (4) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 89 and incorporated by reference herein. (5) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 92 and incorporated by reference herein. (6) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 94 and incorporated by reference herein. (7) Form of Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 96 and incorporated by reference herein. (8) Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 98 and incorporated by reference herein (a corrected version of which was filed with Post-Effective Amendment No. 99). (9) Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 101 to Registration Statement 2-17613 and incorporated by reference herein. (10) Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 110 and incorporated by reference herein. (11) Amended and Restated Plan adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, filed with Post-Effective Amendment No. 114 and incorporated by reference herein. (p) Codes of Ethics: (1) Code of Ethics of Mackenzie Investment Management Inc., filed with Post-Effective Amendment No. 113 and incorporated by reference herein. (2) Code of Ethics of Peter Cundill & Associates, Inc., filed with Post-Effective Amendment No. 113 and incorporated by reference herein. (3) Business Conduct Policy for Officers, Directors and Access Persons of Mackenzie Financial Corporation, filed with this Post- Effective Amendment No. 116. (4) Relevant sections of the Compliance and Procedures Manual of Henderson Investment Management Limited, filed with this Post- Effective Amendment No. 116. Item 24. Persons Controlled by or Under Common Control with the Fund: Not applicable Item 25. Indemnification A policy of insurance covering Ivy Management, Inc. and 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, filed with Post-Effective Amendment No. 71 and incorporated by reference herein. Item 26. Business and Other Connections of Investment Adviser Information Regarding Adviser and Subadviser Under Advisory Arrangements. Reference is made to the Form ADV of each of Ivy Management, Inc., the adviser to all series of the Trust other than Ivy Global Natural Resources Fund, Mackenzie Financial Corporation, the adviser to Ivy Global Natural Resources Fund, Henderson Investment Management Limited, the subadviser to Ivy European Opportunities Fund and a portion of Ivy International Small Companies Fund, and Peter Cundill & Associates (Bermuda) Ltd., the subadviser to Ivy Cundill Value Fund. The list required by this Item 26 of officers and directors of Ivy Management, Inc., Mackenzie Financial Corporation, Henderson Investment Management Limited, and Peter Cundill & Associates (Bermuda) Ltd., together with information as to any other business profession, vocation or employment of a substantial nature engaged in by such officers and directors during the past two years, is incorporated by reference to Schedules A and D of each firm's respective Form ADV. Item 27. Principal Underwriters (a) Ivy Mackenzie Distributors, Inc. ("IMDI"), formerly Mackenzie Ivy Funds Distributors, Inc., Via Mizner Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, Florida 33432, Registrant's distributor, is a subsidiary of Mackenzie Investment Management Inc. ("MIMI"), Via Mizner Financial Plaza, 700 South Federal Highway, Suite 300, Boca Raton, Florida 33432. IMDI is the successor to MIMI's distribution activities. IMDI also serves as the distributor for Mackenzie Solutions. (b) The information required by this Item 27 regarding each director, officer or partner of IMDI is incorporated by reference to Schedule A of Form BD filed by IMDI pursuant to the Securities Exchange Act of 1934. (c) Not applicable Item 28. Location of Accounts and Records The information required by this item is incorporated by reference to Item 7 of Part II of Post-Effective Amendment No. 46. Item 29. Management Services: Not applicable. Item 30. Undertakings: Not applicable. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. 116 to its Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Post-Effective Amendment No. 116 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts, on the 23rd day of June, 2000. IVY FUND 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, this Post-Effective Amendment No. 116 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURES TITLE DATE JOHN S. ANDEREGG, JR.* Trustee 6/23/00 PAUL H. BROYHILL* Trustee 6/23/00 JAMES W. BROADFOOT*** Trustee and President 6/23/00 KEITH J. CARLSON** Trustee and Chairman 6/23/00 (Chief Executive Officer) STANLEY CHANNICK* Trustee 6/23/00 C. WILLIAM FERRIS* Treasurer (Chief 6/23/00 Financial Officer) ROY J. GLAUBER* Trustee 6/23/00 JOSEPH G. ROSENTHAL* Trustee 6/23/00 RICHARD N. SILVERMAN* Trustee 6/23/00 J. BRENDAN SWAN* Trustee 6/23/00 DIANNE LISTER*** Trustee 6/23/00 EDWARD M. TIGHE*** Trustee 6/23/00 By: /S/ JOSEPH R. FLEMING Joseph R. Fleming, Attorney-in-Fact * Executed pursuant to powers of attorney filed with Post-Effective Amendments Nos. 69, 73, 74, 84 and 89 to Registration Statement No. 2-17613. ** Executed pursuant to power of attorney filed with Post-Effective Amendment No. 89 to Registration Statement No. 2-17613. *** Executed pursuant to power of attorney filed with Post-Effective Amendment No. 111 to Registration Statement No. 2-17613. EXHIBIT INDEX Exhibit(p)(3): Business Conduct Policy for Officers, Directors and Access Persons of Mackenzie Financial Corporation Exhibit(p)(4): Relevant sections of the Compliance and Procedures Manual of Henderson Investment Management Limited EX-99.1 2 0002.txt EXHIBIT (P)(3) Mackenzie Financial Corporation BUSINESS CONDUCT POLICY FOR OFFICERS, DIRECTORS AND ACCESS PERSONS December 31, 1998 TABLE OF CONTENTS Page 1. PURPOSE OF THE POLICY ....................................................1 Application of Policy.................................................1 Fair Treatment of Our Funds ..........................................1 2. CONFIDENTIALITY ............................................................1 Restriction on Communication of Confidential Information .............1 Do Not Disclose Material Non-Public Information ......................1 Confidentiality of Investment Decisions ..............................2 Continuation of Duty .................................................2 3. STANDARDS OF CONDUCT ......................................................2 Your Responsibilities to our Funds ...................................2 Your Obligations to Fellow Employees .................................2 Your Obligation to Comply with the Law ...............................3 Breach of Policies ...................................................3 4. CONFLICTS OF INTEREST ....................................................3 Business Judgement Standard ..........................................3 Examples of Conflicts of Interest ....................................3 Blackout Periods For Purchase of Publicly-Traded Securities ..........4 Policy With Respect To Gifts .........................................4 Disclosure ...........................................................4 5. SHORT TERM TRADING IN THE FUNDS BY EMPLOYEE ...............................5 Short-Term Trading Penalty ...........................................5 6. INSIDER TRADING AND REPORTING RULES FOR OFFICERS ..........................5 Definition of Insider ................................................5 Restrictions on Trades by Insiders ...................................5 Report of Trades by Insiders .........................................6 Rules for Purchase of Mackenzie and Related Company Securities .......7 Penalties for Improper Insider Trading ...............................7 7. PERSONAL TRADING RULES FOR ACCESS PERSONS .................................8 Application of Personal Trading Rules ................................8 Special Treatment or Investment Opportunities ........................8 Who is an "Access Person" ........................................... 8 Prohibited Activities ................................................9 Requirement for Independent Trading Decision ........................10 Requirement to Obtain Prior Approval for Personal Trades ............10 Exempt Securities ...................................................10 Procedures to Obtain Prior Approval. ................................11 Access Person Personal Trading Blackout Periods .....................13 Personal Trading Reporting Procedures. ..............................13 Compliance Review Procedures. .......................................14 Restricted List .....................................................14 Self-Dealing Restrictions ..........................................16 Cross-Trading .......................................................16 Appointment of Independent Review Committee or Person ...............16 Annual Report to the Committee. .....................................17 Annual Review of Policy. ............................................17 Principles Applicable to External Investment Advisors. ..............17 8. MEDIA AND ADVERTISING ...................................................18 Press Enquiries .....................................................18 9. REVIEW ...................................................................18 Review Process ......................................................18 10. ANNUAL CONFIRMATION .....................................................18 Annual Confirmation .................................................18 ACKNOWLEDGEMENT ..............................................................19 SCHEDULE A - Media Contact Persons 1. PURPOSE OF THE POLICY 1.1 Application of Policy . This Business Conduct Policy (the "Policy") applies to all officers, directors and Access Persons (as defined by this Policy) of Mackenzie Financial Corporation and Mackenzie Financial Services Inc. (collectively referred to as "Mackenzie" in this Policy). 1.2 Fair Treatment of Our Funds. It is fundamental to the continuing success of Mackenzie that we maintain the highest standards of integrity and ethical business conduct in order to ensure the fair treatment of our sponsored mutual funds and other client accounts (collectively, the "Funds"). This can only be achieved if each of our employees, officers and directors adhere to the highest principles of conduct in the discharge of their duties. 2. CONFIDENTIALITY 2.1 Restriction on Communication of Confidential Information. In the course of your duties at Mackenzie, you may obtain confidential information concerning Mackenzie, its Funds, sales people (including brokers and mutual fund dealers), and employees, officers and directors of Mackenzie and its related companies. Communication of confidential information within and outside of Mackenzie should be permitted only when the recipient of the information has a legitimate need to know such information in connection with his or her duties. This requirement of confidentiality also applies to any asset of Mackenzie including trade secrets, computer software, company records and other proprietary information. 2.2 Do Not Disclose Material Non-Public Information. (a) You may not use for your own financial gain or disclose for the use of others, material information obtained as a result of your employment or service with Mackenzie which has not been previously disclosed to the public. (b) Examples of material non-public information include: (i) an actual or proposed change in control of Mackenzie; (ii) a change in Mackenzie's dividend policy; (iii)a significant change in earnings or anticipated earnings of Mackenzie; (iv) a merger or acquisition by Mackenzie; (v) any other information which has not been generally disclosed to the investing public which would be likely to materially affect the price of publicly-traded shares. 2.3 Confidentiality of Investment Decisions . If you have access to information about trades for the Funds you must keep all investment decisions confidential until the trades have been made public in accordance with the requirements of the Securities Act (Ontario) or distributed to the public by Mackenzie. 2.4 Continuation of Duty . The duty of confidentiality applies to you even after you leave Mackenzie. 3. STANDARDS OF CONDUCT 3.1 Your Responsibilities to our Funds . (a) As an employee, officer or director of Mackenzie, you are required to put the interests of Mackenzie's Funds first, ahead of your personal self-interests. Above all, you must not take unfair advantage of your position at Mackenzie nor your relationship with the Funds, or engage in any conduct which is not in the best interests of the Funds or Mackenzie. (b) In addition, if you are an "Access Person" (described in Section 7 of this Policy), there are special rules which apply to your personal trading activities. Trading transactions for the Funds always have priority over your personal trading transactions. (c) Mackenzie has a statutory duty to the Funds to act honestly, in good faith and in their best interests and to exercise the degree of care, diligence and skill that a reasonably prudent manager would exercise in the circumstances. You must adhere to a similar standard in performing your employment duties at Mackenzie. 3.2 Your Obligations to Fellow Employees . Mackenzie adheres to principles of fair and equitable treatment of employees, including the evaluation process, hiring, discipline, training and general interaction. Mackenzie and its employees, officers and directors are bound by the Human Rights Code, including the prohibition on discrimination or harassment of others on the basis of age, race, colour, language, national origin, religion, creed, marital status or sexual orientation. 3.3 Your Obligation to Comply with the Law . (a) Mackenzie and its employees, officers and directors are required to comply with all laws applicable to Mackenzie's business operations, including securities laws and other legal obligations concerning the provision of investment advisory services, insider trading or reporting of insider transactions. (b) You have a duty to know, understand and comply with any of those laws which apply to your employment duties and responsibilities. You should be aware that your legal obligations may be more extensive than your obligations to Mackenzie and our Funds under this Policy. If you are uncertain about these requirements, contact the Legal Department for guidance. 3.4 Breach of Policies . Failure to comply with this Policy or other published policies of Mackenzie may be grounds for a warning, revision of responsibilities, suspension or dismissal without further notice, depending on the particular circumstances. If you commit fraud or undertake any other illegal activity against the Funds or Mackenzie, your conduct also will be reported to the appropriate legal enforcement authorities. All employees, officers and directors must report any contravention of Mackenzie policies which comes to their notice, and co-operate in any resulting investigation. 4. CONFLICTS OF INTEREST 4.1 Business Judgement Standard . You must try to avoid any situation in which your personal interests are in conflict with your duties as an employee, officer or director of Mackenzie. When you are faced with conflicts of interest, you are required to exercise the business judgement of a responsible person, uninfluenced by considerations other than the best interests of Mackenzie and the Funds. 4.2 Examples of Conflicts of Interest . Conflicts of interest may arise in a number of ways. Some examples are: (a) a personal interest in a proposed business transaction involving Mackenzie or in a business activity also conducted by Mackenzie; (b) a proposed directorship in a public company; (c) becoming an insider in any public company by acquiring more than 10% of the voting rights of that company; (d) use of Mackenzie's name in connection with outside political, charitable or other business activities; (e) an interest in the business of a supplier, contractor, customer, competitor of Mackenzie or in a company in which Mackenzie has an investment; and (f) any business or personal activity which would interfere with your employment duties at Mackenzie. 4.3 Blackout Periods For Purchase of Publicly-Traded Securities . It is important that employees, officers and directors not purchase or sell securities of Mackenzie Financial Corporation, Mackenzie Investment Management Inc., the Mackenzie Master Limited Partnership or the Mackenzie Income Trust if they have knowledge of any material non-public information. Non-public information in the context of our publicly-traded securities most often arises immediately prior to release of quarterly and annual financial results. Accordingly, we will impose blackout periods of 5 trading days before the release of financial information, and for a period of 2 trading days after the release of the information (to permit adequate dissemination into the marketplace) during which you must not trade in the securities of those entities. You will be notified by memorandum of the exact dates of all blackout periods. 4.4 Policy With Respect To Gifts . You may only accept gifts from persons or companies unrelated to Mackenzie which represent promotional items of minimal value, such as golf balls, mugs, inexpensive pens or golf shirts. You may also accept reasonable business promotion benefits such as occasional meals, concert tickets or sporting event tickets. You may not accept any gift of cash, by cheque, or as any other financial equivalent to cash. 4.5 Disclosure . If you know a conflict of interest exists or could arise, provide all details of the conflict of interest to the Executive Vice-President, Legal immediately. If you are uncertain as to whether a conflict of interest exists or could arise, discuss the matter with the Executive Vice-President, Legal immediately. 5. SHORT TERM TRADING IN THE FUNDS BY EMPLOYEES, OFFICERS AND DIRECTORS 5.1 Short-Term Trading Penalty . You are encouraged to invest in any of our Funds. However, investments in all Funds other than our money market funds must remain for a minimum of 30 days in order to avoid increased expenses for the Funds. Your Investments in non-money market funds which are redeemed within 30 days of the purchase date may be charged a 1% short-term trading penalty which will be retained by the Funds to compensate for the increased expenses. 6. INSIDER TRADING AND REPORTING RULES FOR OFFICERS AND DIRECTORS 6.1 Definition of Insider. The following persons are insiders of Mackenzie for purposes of the relevant securities laws: (a) every director and each officer of Mackenzie holding the office of Assistant Vice-President or higher; and (b) every director and each officer of a Mackenzie subsidiary holding the office of Assistant Vice-President or higher. In addition, all directors and officers of Mackenzie and its subsidiaries are insiders of Mackenzie Investment Management Inc. ("MIMI"), the Mackenzie Master Limited Partnership ("Master LP") and the Mackenzie Income Trust ("MIT") by virtue of our ownership of more than 10% of the voting shares of MIMI and because Mackenzie Financial Services Inc. is the General Partner of the Master LP and the MIT. 6.2 Restrictions on Trades by Insiders. (a) It is illegal for an insider or a person in a special relationship with Mackenzie to give any information to another person before it has been generally disclosed to the public, other than during the necessary course of business, whether or not the other person uses the information for trading purposes. (b) It is also illegal for an insider or a person in a special relationship with Mackenzie to purchase or sell securities of Mackenzie with knowledge of a material change or a material fact relating to Mackenzie that has not been generally disclosed to the public (collectively referred to in this Policy as material non-public information). (c) A "person in a special relationship" to Mackenzie includes each insider, affiliate or associate of Mackenzie and a person who was an insider, affiliate or associate at the time of learning about the material non-public information, but who has ceased to hold that position. (d) A "material change" is defined in the Securities Act (Ontario) to be a change in the business, operations or capital of the issuer that would reasonably be expected to have a significant effect on the market price or value of any of the securities of the issuer. In addition, "material fact" means a fact that significantly affects or would reasonably be expected to have a significant effect on the market price or value of such securities. (e) Examples of "material non-public information" that an officer or director could become aware of would include: (i) an actual or proposed change in control of Mackenzie; (ii) a change in Mackenzie's dividend policy; (iii)a significant change in earnings or anticipated earnings of Mackenzie; (iv) a merger or acquisition by Mackenzie; (v) any other information which has not been generally disclosed to the investing public which would be likely to materially affect the price of Mackenzie stock. In summary, you may not use for your own financial gain or disclose for the use of others, inside information obtained as a result of your relationship with Mackenzie. 6.3 Report of Trades by Insiders. Mackenzie has adopted the following rules for the reporting of trades by Mackenzie insiders for purchases of stock of Mackenzie, MIMI, the Master LP and the MIT: (a) an initial insider report must be filed by each new insider of Mackenzie within 10 days of the date on which that person becomes a Mackenzie insider, unless the person does not own beneficially, directly or indirectly, or exercise control or direction over, any Mackenzie, MIMI, Master LP or MIT securities. (b) an insider must file a change report describing any change in securities previously held or reported (or the first acquisition of Mackenzie, MIMI, Master LP or MIT securities) within 10 days of the trade date of the purchase or sale transaction. (c) the rules for reporting changes apply to any transfer to a nominee, agent or custodian, unless the transfer is merely to give collateral for a genuine debt, and apply if you are an insider in a company other than Mackenzie, MIMI, the Master LP or the MIT. (d) the insider reporting forms are maintained on computer disk in the Legal Department and will be prepared by that Department on receipt of the applicable transaction details. Individual insider files are maintained by the Legal Department for all Mackenzie insiders, and for all applicable securities transactions. If you wish to prepare your own insider trading forms you are required to provide a copy of the form to the Legal Department at the same time that you file the form with the provincial securities commissions. (e) at present, Mackenzie, MIMI, the Master LP and the MIT are reporting issuers in Alberta, British Columbia, Manitoba, Newfoundland, Nova Scotia, Ontario, Quebec and Saskatchewan. 6.4 Rules for Purchase of Mackenzie and Related Company Securities. It is important that insiders or persons with material non-public information about Mackenzie, MIMI, the Master LP and the MIT do not purchase or sell stock if they have knowledge of information which would constitute material non-public information or where trading activity might give rise to the perception that they possessed material non-public information. Therefore, Mackenzie has adopted the blackout periods set out in Section 4.3 of this Policy applicable to the purchase of securities of those public entities. 6.5 Penalties for Improper Insider Trading. There are also restrictions in provincial securities legislation preventing trading in other companies' shares, or in "tipping" other persons, on the basis of material non-public information. For example, an insider who contravenes the restrictions imposed by the Securities Act (Ontario) on insider trading is liable on conviction to a fine of up to $1,000,000 and/or imprisonment for a term of up to 2 years. Higher damages may apply in certain circumstances. 7. PERSONAL TRADING RULES FOR ACCESS PERSONS 7.1 Application of Personal Trading Rules. All "Access Persons" (as defined below) are subject to special rules and restrictions with respect to trading in securities within accounts covered by this Policy (referred to as "personal trading"), as set out in this Section 7. Access Persons must not use any non-public information about our Funds for their direct or indirect personal benefit or in a manner which would not be in the best interests of our Funds. That prohibition includes what is commonly called "front-running" and it is not only a breach of our Policy, but is generally punishable under Canada's securities legislation. 7.2 Special Treatment or Investment Opportunities. Access Persons also must not use their position in Mackenzie to obtain special treatment or investment opportunities not generally available to our Funds or the public. Although non-management directors will not generally be considered to be Access Persons under this Policy, they must adhere to the same standards of ethical conduct as Access Persons when they are in possession of non-public information or if they are offered special treatment or investment opportunities not generally available to the public by reason of their role as directors of Mackenzie. 7.3 Who is an "Access Person". (a) Access to Non-Public Trading Information. You are an Access Person if you are an employee who has, or is able to obtain access to, non-public information concerning the portfolio holdings, the trading activities or the ongoing investment programs of our Funds. (b) These Restrictions Apply to Various Accounts. If you are an Access Person, the restrictions apply to: - accounts registered in your name; - accounts for which you are able to, directly or indirectly, exercise investment or voting control; and - accounts in which you have a "beneficial interest". (c) What is a "Beneficial Interest". You have a beneficial interest in an account if you are in a position to receive benefits comparable to ownership benefits (through family relationship, understanding, agreement or by other arrangements) or you have the ability to gain ownership, either immediately or at some future time. (d) Examples of Beneficial Interest. You are considered to have a beneficial interest in accounts: - registered in your name; - held by your spouse or other family members living in the same household; - held by a corporation, partnership or other entity in which you participate in the investment or voting decisions; - held in trust for you or those listed above, unless (i) the trustee is someone other than your spouse or other family members living in the same household; and (ii) you are not able to, directly or indirectly, exercise investment or voting control over the account; and - held by an investment club, of which you or those listed above participate in the investment or voting decisions. The above examples are not exhaustive of all situations in which a beneficial interest can exist. If you are uncertain about whether a beneficial interest exists, or wish to obtain an exemption for a specific account, contact the Legal Department compliance personnel (referred to in this Policy as the "Compliance Officer"). 7.4 Prohibited Activities. The following activities are prohibited: - violating Canada's securities laws; - communicating any non-public information concerning our Funds or their investment trading to any persons within Mackenzie who are not Access Persons or to anyone outside Mackenzie; - inducing a Fund to take, or fail to take, any action because of personal interests; - using knowledge of the Fund's portfolio transactions to profit by the market effect of such transactions (e.g. "front running" or similar activities); - using your position in Mackenzie to obtain special treatment or investment opportunities not generally available to our Funds or the public; - a purchase by an Access Person of an offering which is subject to allocation, such as a new or secondary public offering or a private placement (other than the limited private placement exceptions set out in Section 7.8(b); - a trade by an Access Person to or from one of our Funds; - a trade by an Access Person in a security for which there is an unfilled order outstanding by any of our Funds; and - the use of derivatives to evade the restrictions imposed by this Policy. Other activities which are not specifically listed may still be inappropriate if they would place you in a position of conflict with the best interests of our Funds. If you are uncertain about whether a particular activity may be prohibited, contact the Compliance Officer. 7.5 Requirement for Independent Trading Decision. If a portfolio manager personally has registered ownership, can exercise investment or voting control or has a beneficial interest in a security, and wishes to make an initial purchase of a security of the same issuer for his/her managed Fund, that decision must be reviewed and confirmed by another portfolio manager or independent person uninfluenced by any factor other than whether the proposed purchase is in the best interests of the Fund. The initial decision to buy the security for the Fund must be reported to the Compliance Officer along with supporting reasons for the decision. 7.6 Requirement to Obtain Prior Approval for Personal Trades. All Access Persons must obtain prior approval from the Compliance Officer for a personal trade. Only the securities listed in Section 7.7 are exempt from this pre-clearance process. All other trades must be pre-cleared and will only be approved if the Compliance Officer is satisfied that the personal trade will not conflict with the best interests of our Funds and has not been offered to you because of your position in Mackenzie. 7.7 Exempt Securities. The following securities are exempt from the pre- clearance and reporting procedures in this Policy: - securities of open-end mutual funds, segregated funds and pooled trust funds; - securities issued or guaranteed by the Government of Canada, or the government of any province in Canada; - securities issued or guaranteed by the Governments of the United States, United Kingdom, Germany, Japan, France and Italy; - guaranteed investment certificates, certificates of deposit, and other deposits with financial institutions (although they may not technically be "securities"); - short-term debt securities maturing in less than 91 days from their date of issue; - options, futures or other derivatives on any broadly based market indices approved by the Compliance Officer; - physical commodities or securities relating to those commodities; and - securities of Mackenzie and its affiliates, in which our Funds are prohibited from investing. The above securities have been designated as exempt securities because trading in those securities by Access Persons will generally not affect the price of the securities or limit their availability to our Funds, or because trading in those securities by our Funds will not provide a personal benefit to the Access Person. 7.8 Procedures to Obtain Prior Approval. The following procedures have been adopted to ensure that only personal trades which do not conflict with the best interests of our Funds and which do not provide a benefit to the Access Person from any anticipated Fund trading will be approved by the Compliance Officer: (a) No Conflict by Access Person. The Access Person must advise the Compliance Officer that he or she: - does not possess material non-public information relating to the security; - is not aware of any proposed trade or investment program relating to that security by any of our funds; - believes the proposed trade has not been offered because of the Access Person's position in Mackenzie and is available to any market participant on the same terms; - believes the proposed trade does not contravene any of the prohibited activities listed in Section 7.4 and, if the Access Person is a portfolio manager, that the proposed trade is not an appropriate trade for the portfolio manager's managed funds at that time; and - will provide any other information requested by the Compliance Officer concerning the proposed personal trade. (b) Special Rules for Private Placements. Private Placements will not be approved unless, in addition to the requirements for the approval of other trades, the Compliance Officer is satisfied that the issuer is a "private company" under the Securities Act (Ontario) and the Access Person has no reason to believe that the issuer will make a public offering of its securities in the foreseeable future. Examples of private placements which would likely be approved include: - shares, units or similar evidence of ownership of private companies, private partnerships and other issuers where the Access Person has a close personal or business relationship (other than a relationship arising from the Access Person's position with Mackenzie) with the founder or promoter of the issuer; and - tax shelters which are generally available on a private placement basis. (c) Compliance Officer Review. The Compliance Officer will review all relevant information and will only grant approval for the proposed personal trade if the Compliance Officer is satisfied that the trade will not be contrary to the best interests of our Funds, and does not contravene any of the other restrictions imposed by this Policy. (d) Trading Approval Period. The Compliance Officer will determine the period of time during which the Access Person may conduct the approved trade. The Access Person must re-apply for prior approval if any part of the approved trade has not been completed by the end of the trading approval period and the Access Person still wishes to complete the remainder of the trade. (e) De Minimus and Other Exception Rules. The Compliance Officer may develop de minimus and other exception rules to permit a personal trade to proceed where there is no likelihood of the trade being contrary to the best interests of the Funds. For example, the Compliance Officer may elect to waive the 5 trading days blackout period described below where the Funds have disposed of all of their shares of the relevant security and the Access Person also wishes to sell the same security. 7.9 Access Person Personal Trading Blackout Periods. If the Access Person is a portfolio manager, the Compliance Officer will generally not approve the proposed trade if there has been trading in a security of the same issuer by the portfolio manager's managed funds within the previous 5 trading days. In all other cases, the Compliance Officer will generally not approve the proposed trade by the Access Person if there has been trading in a security of the same issuer by any of our Funds within the previous trading day. 7.10 Personal Trading Reporting Procedures. If you are an Access Person, you must: (a) Initial List of Holdings. As of the commencement of this Policy, or upon commencing employment with Mackenzie, provide the Compliance Officer with a complete list (the number of securities and the names of the securities) of the securities for all of your accounts covered by this Policy. (b) Copies of Account Statements. Instruct your dealer to provide duplicate copies of all statements for your accounts covered by this Policy on a timely basis to the Compliance Officer. (c) Confirmations of Trades. Instruct your dealer to provide duplicate copies of all confirmation slips for your accounts covered by this Policy on a timely basis to the Compliance Officer. (d) Quarterly Report. Provide a report within 10 days of each quarter- end disclosing all personal trading transactions which occurred during that quarter. (e) Annual Reports of Holdings. Provide a report within 35 days of each calendar year-end listing the number and name of all personal securities holdings for your accounts covered by this Policy. (f) Other Information. Provide such other information from time to time as may be requested by the Compliance Officer for the proper administration of the personal trading rules in this Policy. 7.11 Compliance Review Procedures. (a) Review of Reported Trades. The Compliance Officer will review on a regular basis reporting by Access Persons to ensure compliance with the personal trading procedures in this Policy. (b) Confidentiality of Information. All information received by the Compliance Officer will be kept confidential and will only be disclosed to others if the disclosure is required to administer this Policy or is required by securities regulators or other competent legal authorities. Both the Compliance Officer and the Access Person are required to keep details of personal trading approval requests confidential (whether the trades are permitted or denied), subject to any legal obligation to report the trade under Canada's securities legislation. (c) Enforcement of Personal Trading Procedures. The Compliance Officer will report any violations of the personal trading procedures, and the action taken by Mackenzie, to the Independent Review Committee or person designated under Section 7.15 of this Policy. (d) Breach of Code. You must report to the Compliance Officer any violations of this Policy which come to your attention. If you breach any of the provisions of this Policy, knowingly or unknowingly, you may be issued a written warning, have your employment responsibilities revised, be required to forfeit any trading profits, be suspended or be terminated. You also may face additional punishment under Canada's securities laws. You must cooperate fully in any investigations initiated by Mackenzie under this Policy or by securities regulators or other competent legal authorities. 7.12 Restricted List. (a) Criteria. The Restricted List will comprise companies in which: (i) investment personnel have material non-public information; (ii) Mackenzie or its managed accounts have, or are approaching, a "substantial ownership interest" (20% or more of the voting rights) on an aggregate basis; (iii)Portfolio managers have determined that securities of the companies should be purchased or sold by our managed accounts (a "significant investment program"); (iv) Mackenzie or any of its officers or directors owns more than 10% of the outstanding shares; or (v) it is determined that regulatory restrictions preclude investment by our managed accounts. (b) Where the Restricted List is Maintained. The Legal Department will maintain the Restricted List in conjunction with information supplied by the Investment Department. (c) Adding Names to the Restricted List. Access Persons must give notice to the Legal Department to add the name of a company to the Restricted List when they have reason to believe that any of the conditions in (a) above are present. (d) Non-Public Information. If a company is on the Restricted List by reason of material non-public information, Access Persons must refrain from trading in securities of that company on behalf of Mackenzie's managed accounts or for their personal account until the material non-public information becomes public. (e) Substantial Ownership Interest. If a company is on the Restricted List by reason of a substantial ownership interest, Access Persons trading on behalf of Mackenzie's Funds should ensure that any proposed trades will not exceed the following limits: (i) no single Mackenzie Fund will own more than 10% of any class of shares of the company; and (ii) Mackenzie's sponsored mutual funds collectively will not own more than 20% of the voting rights of the company; (f) Significant Investment Program. If a company is on the Restricted List by reason of a significant investment program, Access Persons must not trade in securities of that company for their personal account until the investment program is complete and the proposed personal trade has been pre-cleared as required by this Policy. 7.13 Self-Dealing Restrictions. Additional self-dealing rules in the Securities Act (Ontario) prohibit the following transactions: (a) an investment by any accounts managed by Mackenzie (including the mutual funds) in any company in which any officer or director of Mackenzie or their associates owns more than 10% of the outstanding securities of the company; (b) an investment by any of our managed portfolios in a company in which any portfolio manager of Mackenzie or MIMI is an officer or director, unless that specific fact is disclosed to the managed account and the written consent of the client is obtained before the purchase; and (c) the purchase or sale of the securities of any company from or to the account of any portfolio manager of Mackenzie or MIMI or their associates. 7.14 Cross-Trading. Portfolio managers may trade securities from one managed account to another managed account generally only through the facilities of a stock exchange and only at a market price that is fair to each of the managed accounts. Portfolio managers should obtain market value information from more than one market source before completing the cross-trade transaction and document the information received. Exceptions to this rule may be made for MIMI funds and certain securities not listed on an exchange. Portfolio managers should refer to the Compliance Officer where appropriate. 7.15 Appointment of Independent Review Committee or Person. (a) Mackenzie has appointed the Regulatory Compliance and Ethics Committee of the Board of Directors of Mackenzie as an Independent Review Committee to oversee this Business Conduct Policy. Each of the independent directors on the Committee is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with the individual's ability to act in the best interests of Fund investors under this Policy. (b) The Committee will be responsible for approval of all personal trading rules and other provisions of this Policy and for monitoring the administration of the Policy from time to time. The Board of Directors of Mackenzie has approved the provisions of this Policy. 7.16 Annual Report to the Committee. The Compliance Officer will provide a written report, at least annually, to the Independent Review Committee summarizing: - compliance with the Policy for the period under review; - violations of the Policy for the period under review; - sanctions imposed under the Policy by Mackenzie during the period under review; - whether Mackenzie's external investment advisors have confirmed that they have complied with the basic principles set out in section 7.18 of this Policy in providing investment advisory services to Mackenzie's Funds during the period under review; - change in procedures recommended for the Policy; and - any other information requested by the Committee. 7.17 Annual Review of Policy. After receiving the Compliance Officer's report, the Independent Review Committee will review the Policy to ensure that Mackenzie's administration of the Policy is adequate, and to identify any amendments which may be necessary in light of legal and business developments and Mackenzie's experience in administering the Policy. The Committee will recommend such amendments to Mackenzie's Board of Directors for consideration. 7.18 Principles Applicable to External Investment Advisors. In order to exercise our statutory standard of care as manager of our Funds, Mackenzie will require each external investment advisor to confirm in writing that, in providing investment advisory services to our Funds, it will: - act honestly, in good faith and in the best interests of the Funds and exercise the degree of care, diligence and skill that a reasonably prudent manager would exercise in the circumstances, or otherwise adhere to the standard of care required of a reasonably prudent manager in its home jurisdiction; - comply with all securities laws applicable in its home jurisdiction (and, to the best of its knowledge, other jurisdictions in which the Funds invest) with respect to any activities carried out on behalf of the Funds; - require the portfolio managers and any insiders of the Fund's portfolio activities to place the interests of the Funds first, ahead of their own interests, in all personal trading conflicts of interest involving securities which would not be exempt securities under this Policy; and - submit a report annually to Mackenzie confirming compliance with these personal trading standards in respect of the advisory services provided to the Funds. 8. MEDIA AND ADVERTISING 8.1 Press Enquiries. Any media questions or requests for interviews should be referred to the persons listed in the Media Contact Persons schedule which accompanies this Policy. 9. REVIEW 9.1 Review Process. The Legal Department will update this Policy as required to reflect any changes in the law. The Policy will be reviewed by the Independent Review Committee and the Board of Directors of Mackenzie annually. If you are uncertain about any requirements or procedures in this Policy, you should contact the Executive Vice- President, Legal. 10. ANNUAL CONFIRMATION 10.1 Annual Confirmation. You will be asked on an annual basis to sign the Acknowledgement form set out below to confirm your awareness of the Policy, your compliance with its provisions during the prior year and your commitment to abide by its terms in the current year. The Acknowledgement should be returned to Mackenzie's Legal Department. ACKNOWLEDGEMENT I hereby acknowledge that I have read the Business Conduct Policy For Officers, Directors and Access Persons of Mackenzie and am fully aware of its terms. I confirm that during the prior year I have complied with all provisions of the Policy and that I will comply with those provisions in the current year. - --------------------- ----------------------- Signature Date Please print your name Please return this signed Acknowledgement to Harold P. Hands, Executive Vice-President, Legal. SCHEDULE A MACKENZIE FINANCIAL CORPORATION Business Conduct Policy Media Contact Persons Officer Title Subject Matter Alexander Christ Chairman & Any matter Chief Executive Officer Theresa Currie President & Multiple Retirement Chief Executive Officer Services Inc. Neil Lovatt Vice-Chairman Investment Management Philip Cunningham Executive Vice-President Marketing David Feather Senior Vice-President Marketing Harold Hands Executive Vice-President Legal, Investor Relations James Hunter President and Chief Any matter Executive Officer James Dryburgh Senior Vice-President & Financial Chief Financial Officer Scott Sinclair Chief Operating Officer Multiple Retirement Services Inc. or M.R.S. Securities Services Inc. Laurie Munro Vice-Chairman M.R.S. Trust Company, Multiple Retirement Services Inc., M.R.S. Securities Services Inc. Richard Sambrook Senior Vice-President Counsel Accounts Mark Tiffin Senior Vice-President Marketing Allan Warren President & Chief Executive M.R.S. Trust Company Officer EX-99.2 3 0003.txt EXHIBIT (P)(4) SELIGMAN HENDERSON CO. HENDERSON INVESTMENT MANAGEMENT LIMITED HENDERSON INVESTORS NORTH AMERICA INC. COMPLIANCE AND PROCEDURES MANUAL (Relevant Sections Only) 1. Introduction and General Principles 1.1. Introduction This document comprises the Compliance Manual for the operation of the subsidiaries of H PLC. It is the responsibility of each member of staff to ensure that they are familiar with the section of the manual applicable to their duties. The Compliance Representative and Compliance Manager assigned to each cost centre are available to provide clarification and to assist generally to ensure compliance with applicable regulations. Appendix 1 details the Compliance Representatives and Compliance Managers for each cost centre. All rule references are to IMRO rules unless otherwise stated. 1.2. Compliance Policy The Board of H PLC has adopted a statement of Policy with regard to Compliance as follows: 1.2.1. Policy The Group will comply with all applicable laws and regulations affecting its operations. The Group's adherence to the Principles and Rules of SIB, IMRO and PIA are an essential prerequisite to its future. Adherence to non-UK laws and regulations are equally essential to the development of the business in foreign jurisdictions. The general attitude throughout the organisation should be one of acceptance of the standards of conduct set out in the Principles and of the necessity to comply with the Rules of the regulatory bodies with which the Group is registered. 1.2.2. Scope This policy covers compliance with all UK and foreign laws and regulations, including, in particular, the FSA and the regulatory framework associated therewith, US securities legislation and the laws governing the Group's operations in Luxembourg, HOLLAND, Japan, Singapore and ITALY. 1.2.3. Objectives and Responsibilities The directors of the Group and each of the regulated subsidiaries have responsibility for preserving their companies' fit and proper status to carry out investment business and for compliance with the laws and regulations governing the conduct of their business. In order to fulfil this responsibility, the directors will ensure that the Group has a compliance function which is adequately staffed and resourced to provide a support and monitoring role for the Group's activities. The Compliance Officer will be a senior member of the Group's staff and will have direct access as necessary to the Chairman and Group Managing Director, the Audit Committee and the directors of H PLC and the regulated entities. The staff of the Compliance Department will have unrestricted access to all parts of the organisation. The Group will conduct its relationship with IMRO and PIA on the basis of full and frank disclosure of all matters which should properly be disclosed to the regulatory bodies. The Group must have adequate and effective operational arrangements to achieve compliance with the Rules of regulatory bodies, particularly those of IMRO, PIA and the SEC in the USA. The Group must therefore have operating procedures which are well documented, clearly expressed and kept up-to-date. There must be effective control and supervision procedures to ensure that the Board's policy is observed. There must be effective training and recruitment procedures, including the taking up of references, so as to ensure that staff are competent to carry out their responsibilities. Remuneration policies must avoid conflicts of interest between the interests of the customer and that of the employee. There must be adequate training of staff in relation to the applicable laws and regulations. The Group will issue a Code of Conduct to all employees covering personal account dealings, confidential information and conflicts of interest. The Group will operate procedures for disciplinary action in respect of breaches of the Rules or Code of Conduct. The Group's regulated entities will at all times maintain adequate financial resources to enable them to continue to conduct investment business. The directors of those entities are responsible for monitoring their compliance on a regular basis. The Group's regulated entities will ensure that their Appointed Representatives are competent and comply with the Principles and the Rules. This cannot be delegated to the Appointed Representative and is the responsibility of the board of directors of the regulated entity. 1.3. SIB Principles 1.3.1. Integrity A firm should observe high standards of integrity and fair dealing. 1.3.2. Skill, Care and Diligence A firm should act with due skill, care and diligence. 1.3.3. Market Practice A firm should observe high standards of market conduct. It should also, to the extent endorsed for the purpose of this principle, comply with any code or standard as in force from time to time and as it applies to the firm either according to its terms or by rulings made under it. 1.3.4. Information about Customers A firm should seek from customers it advises or for whom it exercises discretion any information about their circumstances and investment objectives which might reasonably be expected to be relevant in enabling it to fulfil its responsibility to them. 1.3.5. Information for Customers A firm should take reasonable steps to give a customer it advises, in a comprehensible and timely way, any information needed to enable him/her to make a balanced and informed decision. A firm should similarly be ready to provide a customer with a full and fair account of the fulfilment of its responsibilities to him/her. 1.3.6. Conflicts of Interest A firm should either avoid any conflict of interest arising, or, where conflicts arise, should ensure fair treatment to all its customers by disclosure, internal rules of confidentiality, declining to act, or otherwise. A firm should not unfairly place its interests above those of its customers, and, where a properly informed customer would reasonably expect that the firm would place his/her interests above its own, the firm should live up to that expectation. 1.3.7. Customer Assets Where a firm has control of, or is otherwise responsible for, assets belonging to a customer which it is required to safeguard, it should arrange proper protection for them, by way of segregation and identification of those assets or otherwise, in accordance with the responsibility it has accepted. 1.3.8. Financial Resources A firm should ensure that it maintains adequate financial resources to meet its investment business commitments and to withstand the risks to which its business is subject. 1.3.9. Internal Organisation A firm should organise and control its internal affairs in a responsible manner, keeping proper records, and where the firm employs staff or is responsible for the conduct of investment business by others, should have adequate arrangements to ensure that they are suitable, adequately trained and properly supervised and that it has well-defined compliance procedures. 1.3.10. Relations with Regulators A firm should deal with its regulator in an open and co-operative manner and keep the regulator promptly informed of anything concerning the firm which might reasonably be expected to be disclosed to it. 1.4. Breaches of Regulations Error reporting and rectification procedures are set out in the Business Control Manual. The definition of an error includes any act of commission or omission that results in a breach of regulations. Any breaches of the requirements set out in this Manual must be reported and rectified in accordance with the error reporting and rectification procedures. 2. Code of Ethics 2.1. Introduction The Code of Ethics provides a general statement of the standard of conduct expected of directors and staff employed by companies within the Group. Ultimately, the Group's continued authorisation to conduct investment business is conditional on group companies' being adjudged fit and proper to do so. Observance of the code will contribute to ensuring that this is the case. 2.2. The customer's interest comes first The interests of the customer must come before those of the Group and individual members of staff. All customers must be treated fairly and the interests of one customer must not be placed above the interests of another. The highest possible standards of skill, care and diligence must be applied when acting on behalf of customers. 2.3. Fair dealing Investment transactions must be allocated promptly, taking into account the best interest of all customers. In making investment decisions on behalf of customers, any conflicts of interest that may exist must be disregarded. Such conflicts may arise if: o a director or member of staff is a director of, holds or deals in securities of, or is otherwise interested in, any company whose securities are held or dealt in on behalf of the customer; o a transaction is in relation to an investment in respect of which a Group company may benefit from a management fee, commission or mark up/down; o a director or member of staff receives remuneration based on performance of funds managed for certain customers but not others. 2.4. Personal dealing Directors and staff and their connected parties are prohibited from dealing personally in any security in which they are carrying out a transaction on behalf of a customer or are likely to do so in the near future. Directors and staff and their connected parties may not deal in an investment at any time if they are in possession of unpublished price sensitive information. Directors and staff and their connected parties may not deal in an investment with a customer whose portfolio is under the discretionary management of a Group company. Directors and staff and their connected parties may not deal in an investment if to do so would involve them in a conflict between their own interest and that of any customer or their duty to any customer. All personal dealings must be approved in writing in advance by a designated director or other authorised individual. 2.5. Accepting and giving gifts A director or member of staff must not accept any gift which is of sufficient value to conflict with his/her duties. A director or member of staff must not give any gift which is of sufficient value to conflict with the duties of the recipient HENDERSON INVESTORS ----------------------------------- PERSONAL ACCOUNT DEALING RULES ("the Rules") ----------------------------------- (Relevant Sections Only) 1. INTRODUCTION 1.1 The investment activities of Henderson PLC (HPLC) and Henderson Fund Management plc (HFM), its subsidiaries (including overseas subsidiaries) and joint ventures (HENDERSON INVESTORS) are regulated by the Investment Management Regulatory Organisation (IMRO). Henderson Investors Limited and Henderson Investment Funds Limited are also regulated by the Personal Investment Authority (PIA). In order to comply with IMRO and PIA rules about personal dealing as well as the rules of overseas regulators who have jurisdiction over other aspects of Henderson Investors' business, all employees of Henderson Investors are required to comply with the Henderson Personal Account Dealing Rules as set out below and as they may be amended from time to time (the Rules). 1.2 In addition to the requirements of IMRO and PIA, there should be appropriate staff dealing rules as a matter of best industry practice and to assure the clients of Henderson Investors that their interests are fully safeguarded. 1.3 All staff will be asked on an annual basis to confirm their understanding of this policy and their compliance with it. 1.4 The Rules apply to all dealings by or on behalf of Group Employees and connected persons. 1.5 The Compliance Officer should be consulted as to the applicability of the Rules to particular circumstances. Doubt as to such applicability is not good cause to fail either to sign the undertaking to comply with the Rules or to comply with them. 2. UNDERTAKING 2.1 CONDITION OF EMPLOYMENT Compliance with the Rules is a condition of employment and forms part of all Group Employees' contracts of employment. Failure to sign the Undertaking (see Schedule 4) to comply with the Rules and/or to comply with them are grounds for summary dismissal. 2.2 SIGNING OF UNDERTAKING To indicate acceptance of the Rules, the Undertaking at the back of this document must be signed. You will be asked to renew this undertaking on an annual basis by the Compliance Department. 3. PERSONS TO WHOM AND CIRCUMSTANCES IN WHICH THE RULES APPLY 3.1 GROUP EMPLOYEES A PERSON INCLUDING A CONNECTED PERSON (SEE 3.2 BELOW), TO WHOM THE RULES APPLY, IS REFERRED TO IN THE RULES AS A "GROUP EMPLOYEE". The Rules governing dealing in investments apply to ALL EMPLOYEES, INCLUDING DIRECTORS, OF HENDERSON INVESTORS AND TO EMPLOYEES OF APPOINTED REPRESENTATIVES OF GROUP COMPANIES. This includes secondees, temporary employees and consultants (ON CONTRACTS EXCEEDING THREE MONTHS) unless specific permission for their exemption has been obtained from the Compliance Officer. 3.2 CONNECTED PERSONS The Rules also apply to dealings by anyone connected with an employee (a connected person). A person is connected for the purpose of these rules if by reason of a domestic, business or other relationship (other than one which arises because that person is a client of Henderson Investors) a Group Employee has influence over that person's judgement as to how to invest his property or exercise any rights attaching to his investments. Connected persons INCLUDE EMPLOYEES' SPOUSES AND PARTNERS (UNLESS OTHERWISE SPECIFICALLY AGREED WITH THE COMPLIANCE OFFICER) AND INFANT CHILDREN. Connected persons will also cover individuals, including parents, who may be living with you and/or you have a degree of influence over their investment decisions and investment clubs, again where employees who are members have a degree of influence over the clubs' investment decisions. If there is any doubt as to whether a person is a connected person, the Compliance Officer should be consulted. 3.3 DISCRETIONARY MANAGEMENT BY THIRD PARTIES The Rules apply to transactions carried out on behalf of a Group Employee by a fund manager or other person acting under a discretionary management agreement, unless otherwise specifically agreed with the Compliance Officer. 3.4 AS TRUSTEE, EXECUTOR OR ADMINISTRATOR A Group Employee who is a trustee, executor or administrator must also comply with the provisions of Schedule 3. 4 INVESTMENTS AND TRANSACTIONS TO WHICH THE RULES APPLY 4.1 INVESTMENTS Investments for the purposes of these rules are financial instruments, including:- o shares and stock in the share capital of a company; o debentures including debenture stock, loan stock, bonds, CDs and other instruments creating or acknowledging indebtedness; o warrants and other instruments entitling the holder to subscribe for investments; o certificates representing securities (e.g. ADRs, GDRs) o futures and options; o contracts for differences (including dealing with, for example, City Index) 4.2 TRANSACTIONS The Rules apply to: o buying and selling shares on or off-exchange (THIS INCLUDES IPOS); o taking up rights on a RIGHTS ISSUE (INCLUDING TAKING UP OPEN OFFERS); o exercising CONVERSION or SUBSCRIPTION RIGHTS; o exercising an OPTION; o dealing in an investment subject to a TAKE-OVER OR TENDER OFFER (but excluding acceptance of the offer); o transactions under ISA/PEP schemes; and o commencement, termination and increases or decreases of direct debits to INVESTMENT TRUST SAVINGS schemes and the sale of holdings built up under such schemes. 4.3 EXCEPTIONS The Rules do not extend to any transaction in a unit trust, an open ended investment company, a life insurance policy, or Central Government or Public Authority Debt (eg. Gilts). ... 6. PERSONAL TRADING RULES 6.1 GENERAL Group employees generally have the option as to whether to deal through the Central Dealing Desk (via a Staff Account) or use their own broker. The only time when dealing must take place through the Central Dealing desk, or through Henderson product administration, is when you are carrying out transactions in Henderson managed investment trusts (see Rule 6.4 below). 6.2 PERMISSION REQUIRED FOR DEALING A Group Employee may not buy or sell ANY investment (as set out in Rule 4 above) without having first obtained SPECIFIC PERMISSION, in the form set out below, from an authorised signatory. The authorised signatories are as follows: NAME TEL NO. BOB PARKER 4361 Head of Centralised Dealing PAUL MORTIMER 5696 Assistant Head of Centralised Dealing ANDREW MUNRO 4313 Dealer DAVID COLLARD 4355 Dealer Dealing Desk Fax No.: (44) 20 7410 4793 In order to gain permission to deal, a completed Application for Permission To Deal Form (the Form), which can be obtained from the Compliance Department or the Central Dealing Desk, must be signed by one of the above authorised signatories as appropriate. After a completed Form has been approved, the transaction may be effected either internally through the Central Dealing Desk or through an external broker (other than Henderson Investors' investment trusts - - see Rule 6.4). Transaction orders must be placed by the close of business on the day permission to deal is granted. 6.3 THE USE OF BROKERS Staff are permitted to use external brokers (THIS INCLUDES DEALING THROUGH THE INTERNET) except when buying Henderson investment trusts. Each employee should restrict their securities trading dealings to no more than one or two brokers, preferably one. If a Group Employee intends to effect a personal account transaction through the agency of another firm (including share shops) he/she must, BEFORE GIVING INSTRUCTIONS TO DEAL: o inform that other firm that he/she is a Group Employee; AND o have made arrangements for the transacting broker to send a copy of the contract note or other advice in respect of the transaction, within 24 hours, to Henderson Investors Limited, addressed for the attention of the Compliance Officer (IN THE CASE OF DEALING THROUGH THE INTERNET, A SCREEN PRINT OF THE TRADE CONFIRMATION); AND o obtain due authorisation on an Application for Permission to Deal Form (see Rule 6.2 above). In the case of any transaction, for which a contract note or other advice is not issued, the Compliance Officer must be informed in writing within 24 hours, with full details of the transaction. A Group Employee must not request or accept any credit or special dealing facilities in connection with a transaction, from the firm through which that transaction is to be effected, unless prior permission, in writing, has been received from the Compliance Officer. 6.4 DEALINGS IN INVESTMENT TRUSTS MANAGED BY HENDERSON INVESTORS Dealings in investment trusts managed by Henderson Investors MUST BE MADE THROUGH A SEPARATE FULL STAFF ACCOUNT or through a Henderson retail product (e.g. ISA/PEP, Share Plan; see Rule 6.6) in order to enable Henderson Investors to monitor concert party holdings. Furthermore shares in investment trusts managed by Henderson Investors may be in closed periods (e.g. because of results pending) or embargoed (e.g. because of insider information within Henderson Investors) and it is imperative that you do not deal in these periods. The full account service is, for these reasons, provided free of charge. A list of the current group investment trusts is set out in Schedule 2. Such securities must be held in the Henderson nominee name, unless otherwise agreed by Compliance. Furthermore a Group Employee must comply with the following rules in relation to dealings in shares of the investment trusts managed and/or administered by Henderson Investors: o such shares must not be dealt in on considerations of a short term nature; o such shares must not be dealt in during close periods preceding the preliminary announcement of the company's annual results and interim/quarterly results. A full list of closed periods for the investment trusts are available on the Intranet, Notice Boards, from the Dealing Desk or Compliance; o such shares must not be dealt in at any other time by a Group Employee if he/she is in possession of unpublished price-sensitive information in relation to the issuer. Investment trusts to which this Rule applies, are set out in Schedule 2 . Changes to the list will be notified as they occur. A Group Employee who is a director of one or more of these companies must also comply with the rules issued by the relevant company or companies. 6.5 THE USE OF STAFF ACCOUNTS Before any purchases may be executed through the Central Dealing Desk, a Staff Full Account must be opened and sufficient cleared funds credited to that account. Overdrafts caused by Personal Dealings are a SERIOUS BREACH OF THE RULES AND DISCIPLINARY ACTION WILL BE TAKEN AS CONSIDERED APPROPRIATE In addition, late settlement penalties and/or other costs incurred by Henderson will be charged. FOR ANY SALES TO BE EXECUTED THROUGH THE CENTRAL DEALING DESK, THE INVESTMENTS MUST HAVE BEEN REGISTERED IN THE NAME OF HENDERSON NOMINEES. STAFF ACCOUNTS WILL BE CLOSED IMMEDIATELY UPON NOTICE OF TERMINATION OF AN EMPLOYEE'S EMPLOYMENT WITH HENDERSON INVESTORS and arrangements must be made for the sale or transfer of any holdings in such an account. Any securities, not so sold or transferred within 28 days of Henderson Investors Employee's employment ceasing, will be sold and the proceeds of sale remitted to the last known home address of the former employee. 6.6 SAVINGS SCHEMES Staff may also invest in investment trusts managed by both Henderson Investors and other fund management firms, and other forms of investments to which the rules apply, through some form of savings vehicle (i.e. Investment Trust Savings Schemes, Portfolio Management Services, ISAs, PEPs etc.). PERMISSION TO DEAL IS REQUIRED WHENEVER AN EMPLOYEE STARTS, INCREASES, DECREASES OR STOPS A DIRECT DEBIT/STANDING ORDER INTO THE SAVINGS VEHICLE. In the same way lump sum investments into, or withdrawals from, a savings vehicle require permission to deal before investing. When investing through a savings plan offered by another fund management house the procedures for EXTERNAL DEALINGS (see Rule 6.3) must also be followed. 6.7 THE PROHIBITION ON INSIDER DEALING A Group Employee must not deal in an investment at any time when he/she knows, or would reasonably be expected to know, that this would contravene the insider dealing provisions contained in Part V of the Criminal Justice Act 1993 (a summary of the insider dealing provisions is provided in Schedule 1 of the Rules). 6.8 CONFLICT OF INTEREST A Group Employee must not knowingly deal in an investment with a client whose portfolio is managed by Henderson Investors. A Group Employee must not deal if to do so would involve him/her in a conflict between his/her own interest and that of any client or his/her duty to any client. Where the applicant, for permission to deal, intends to deal in stock which could be dealt in on behalf of one or more of his/her clients, he/she is required to provide a WRITTEN EXPLANATION as to why he/she is not dealing at the same time for clients. If the explanation provided above, for not dealing on behalf of clients at the same time as personally, is not considered satisfactory by Compliance, Compliance may require the transaction to be unwound at the individual's expense. 6.9 FRONT RUNNING If a decision has been, or is likely to be, made to deal for a discretionary client, a Group Employee must not deal and the dealing desk must not execute a deal the same way in advance of that client's order. Where personal account dealing in a security takes place within seven days of a deal on behalf of a client (either before or after) in the same security, the person who carries out the personal account deal may be required to provide an explanation to Compliance, evidencing to the satisfaction of Compliance that:- i) there has been no front running; ii) no client has been prejudiced as a result of the personal account dealing. (N.B. FOR PORTFOLIO MANAGERS, THIS SHOULD BE READ IN CONJUNCTION WITH RULE 6.8) In the case of FTSE 100 stocks, it is unlikely that Compliance would consider that either of the two possibilities set out above would have occurred where more than two days had elapsed between deals. The longer the delay between the personal dealing and the client dealing, the less likely it is that there will be a material issue. If, however, Compliance determine that there has been either front running or client prejudice, Compliance may require the transaction to be unwound at the individual's expense. In the event that Compliance determine that a transaction should be unwound and the individual is dissatisfied with that determination, the matter will be referred to Henderson Investors' Director of Asset Management for his opinion. The final decision as to whether the transaction should be unwound, nevertheless remains with Compliance. THESE PROHIBITIONS ARE NOT OVERRULED BY ANY AUTHORISATION THAT IS OBTAINED UNDER RULE 6.2 ABOVE. 6.10 SPREADBETTING Equity/Fixed Interest spread bets are allowed for staff but the following criteria must be adhered to, in addition to gaining permission from the centralised dealing desk: 1. Deals must be with an SFA regulated firm. 2. All deals must be fully covered - credit facilities with spread betting firms must not be opened without the prior approval of the Compliance Department. For clarification purposes this includes all equity and non-Central Government/Public Authority Debt bets. Central Government Debt, Public Authority Debt, index, currency or sporting bets are exempt and do not require prior approval. Compliance Manual Appendix 12 (RELEVANT SECTIONS ONLY) 1 GENERAL 1.1 STATEMENT OF POLICY It is the policy of Seligman Henderson Co, Henderson Investment Management Limited and Henderson Investors North America Inc. hereinafter referred to as `HENDERSON'that that investment advisory services of the firm and all related activities comply fully with the provisions of the Investment Advisers Act of 1940 and the rules and regulations thereunder, as well as all other federal and state statutes and regulations pertaining to its services and with the highest principles of fiduciary responsibility as set forth in this manual. In a business such as ours, it is of paramount importance that our clients never have reason to doubt their decision to place their faith and confidence in us. Any action that can cause that decision to be questioned jeopardises the future of Henderson and everyone that is employed by it. If you are aware of any activities that you believe may be in violation of the law or the policies contained in this manual, it is your responsibility to pass this information on to the Compliance Department. Requests for anonymity will be honoured to the maximum extent possible. 1.2 CODE OF ETHICS The purpose of this Code of Ethics ("Code") is to set forth the policies of Henderson the matter of conflicts of interest and to provide a formal record of them for each individual's reference and guidance. This Code is also designed to prevent any act, practice or course of business prohibited by Rule 17j-1 (a) under the Investment Company Act of 1940 (the "Act"), and to conform with the provisions of Rule 204-2 under the Investment Advisers Act of 1940 which requires registered investment advisers to maintain records of the securities transactions of its personnel. Compliance with the Henderson Compliance Manual will ensure you remain compliant with the Code of Ethics. Each director, officer and employee of Henderson is a fiduciary with respect to the firm's clients (including the shareholders of investment companies managed by Henderson). In simple terms, this means that the interest of clients come first, ahead of the interest of any person within the organisation. Accordingly, each director, officer and employee must conduct personal securities transactions in a manner that does not interfere with the transactions of the firm's clients or otherwise take unfair advantage of the relationship to the firm's clients. Each director, officer and employee must adhere to this general principle, as well as comply with the Code's specific provisions. Technical compliance with the Code will not insulate from scrutiny transactions that show a pattern of abuse of an individual's fiduciary duties. It is imperative that each of Henderson's directors, officers and employees avoid any situation that might compromise, or call into question, the exercise of fully dependent judgement in the interests of the firm's clients. ... 2.6 MAINTENANCE AND RETENTION OF BOOKS AND RECORDS The Advisers Act requires that certain records be prepared and maintained by all advisers, with additional records specified if the adviser provides portfolio management services or if it maintains custody of or has access to its clients' cash and securities. These records are required to be maintained on a "current" basis, which means for journals, order tickets and other records of original entry, that they be created concurrently with the transaction or other event they are recording. Summary records, such as ledgers, need only be created as the needs of the individual adviser's dictate, but usually no less frequently than monthly. The accuracy and integrity of Henderson's records, are not only required by the laws and regulations to which it is subject, but by the ethical standard by which Henderson conducts its affairs. In addition to the records required by the Advisers Act, advisers to registered investment companies are required to prepare certain additional records specific by the Investment Company Act of 1940. The records required to be kept by the Advisers Act and the Investment Company Act are summarised below. ... 2.6.8 PERSONAL SECURITIES TRANSACTIONS A record of every transaction in any security in which the firm or any of its "advisory representatives" acquires a direct or indirect beneficial interest, excluding accounts over which the firm or its advisory representatives have no control or "exempt" transactions; for example, U.S. Government securities. This requirement is satisfied by Henderson for its advisory representatives through the insider trading monitoring system, maintained by the Compliance Department. ... 2.8 FORM AND DURATION OF RECORD MAINTENANCE The Advisers Act requires that all records be retained for at least five years, the first two of which should be in the offices of the adviser. They may be maintained on microfilm or computerised records, as appropriate, but only if there is adequate provision for the prompt access and hard-copy reproduction of the records so maintained. 2.9 ADDITIONAL RECORDS REQUIRED BY THE INVESTMENT COMPANY ACT In addition to the records described above, advisers providing investment advice to investment companies must maintain specific records including the following : ... 2.9.3 LIST OF ACCESS PERSONS The Investment Company Act ("IC Act") requires every investment company to adopt a code of ethics. Every person deemed to be an access person should receive a copy of the code of ethics and adhere to it. (Generally, compliance with the adviser's securities trading monitoring system meets the requirements of the investment company's code of ethics.) The adviser must maintain a record of all access persons of the investment company. (With respect to an investment adviser, an access person is an officer, director or other employee of the firm who, as part of his regular duties, makes, participates in, or obtains information regarding the purchase or sale of a security by a registered investment company, or whose functions relate to the making of any recommendations with respect to such purchase or sales.) ... 11 COMPLIANCE MONITORING In order to ensure that Henderson and affiliated entities conducts its business activities in conformity with established federal and state laws, a comprehensive regulatory program will be administered by the Compliance Officer. By adhering to the terms of the program. the Firm will be in a better position to respond to regulatory audits and examinations and, most importantly, will continue to develop sound business practices. -----END PRIVACY-ENHANCED MESSAGE-----