EXHIBIT 5(r)
IVY FUND
MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy International Fund II
AGREEMENT made as of the twenty-ninth day of April, 1997, by
and between Ivy Fund (the "Trust") and Ivy Management, Inc. (the
"Manager").
WHEREAS, the Trust is an open-end investment company,
organized as a Massachusetts business trust, and consists of such
separate investment portfolios as have been or may be established
and designated by the Trustees of the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered
to investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Business Management
and Investment Advisory Agreement dated December 31, 1991 (the
"Master Agreement"), pursuant to which the Trust has appointed
the Manager to provide the business management and investment
advisory services specified in that Master Agreement; and
WHEREAS, Ivy International Fund II (the "Fund") is a
separate investment portfolio of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the
following actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Trust
hereby adopts the Master Agreement with respect to the Fund, and
the Manager hereby acknowledges that the Master Agreement shall
pertain to the Fund, the terms and conditions of such Master
Agreement being hereby incorporated herein by reference.
2. The term "Portfolio" as used in the Master Agreement
shall, for purposes of this Supplement, pertain to the Fund.
3. As provided in the Master Agreement and subject to
further conditions as set forth therein, the Fund shall pay the
Manager a monthly fee on the first business day of each month
based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus of the Fund
for determining net asset value per share) of the net assets of
the Fund during the preceding month at the annual rate of 1.00%.
4. This Supplement and the Master Agreement (together, the
"Agreement") shall become effective with respect to the Fund as
of the date specified above, and unless sooner terminated as
hereinafter provided, the Agreement shall remain in effect with
respect to the Fund for a period of more than two (2) years from
such date only so long as the continuance is specifically
approved at least annually (a) by the vote of a majority of the
outstanding voting securities of the Fund (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) or
by the Trust's entire Board of Trustees and (b) by the vote, cast
in person at a meeting called for that purpose, of a majority of
the Trust's Independent Trustees. This Agreement may be
terminated with respect to the Fund at any time, without payment
of any penalty, by vote of a majority of the outstanding voting
securities of the Fund (as defined in the ▇▇▇▇ ▇▇▇) or by vote of
a majority of the Trust's entire Board of Trustees on sixty (60)
days' written notice to the Manager or by the Manager on sixty
(60) days' written notice to the Trust. This Agreement shall
terminate automatically in the event of its assignment (as
defined in the 1940 Act).
IVY FUND, on behalf of
Ivy International Fund II
By: _____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President
IVY MANAGEMENT, INC.
By: _____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
