AMENDED AND RESTATED DISTRIBUTION PLAN
FOR IVY FUND CLASS A SHARES
WHEREAS, Ivy Fund (the "Fund") is registered as an open-end investment
company under the Investment Company Act of 1940 (the "Act") and consists of one
or more separate investment portfolios (the "Portfolios") as may be established
and designated from time to time;
WHEREAS, the Fund and Mackenzie Investment Management Inc. (the
"Distributor"), a broker-dealer registered under the Securities Exchange Act of
1934, have entered into a Distribution Agreement pursuant to which the
Distributor will act as a distributor of shares of the Fund for sale to the
public; and
WHEREAS, the Board of Trustees of the Fund has adopted a Plan (the
"Plan"), in accordance with the requirements of the Act and has determined that
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.
NOW THEREFORE, The Fund hereby amends and restates the Plan to apply
only to Class A shares on the following terms and conditions:
1. The Plan will pertain to the Class A shares of Ivy Emerging Growth
Fund, Ivy Growth Fund, Ivy Growth With Income Fund, Ivy International Fund and
such other Portfolios as shall be designated from time to time by the Board of
Trustees in any supplement to the Plan ("Supplement").
2. The Fund will reimburse the Distributor for payments made to
brokers, which are unaffiliated with the Distributor, for account maintenance
and personal service to shareholders ("the Service Fee"). The services for which
Service Fees may be made include, among others, advising clients or customers
regarding the purchase, sale or retention of Class A shares of a Portfolio,
answering routine inquiries concerning a Portfolio, assisting shareholders in
changing options or enrolling in specific plans and providing shareholders with
information regarding the Portfolio and related developments. The Distributor
will be reimbursed for such payments, subject to any applicable restriction
imposed by Rules of the National Association of Securities Dealers, Inc., on a
monthly basis up to an amount equal on an annual basis to 0.25% o the average
daily net asset value of outstanding Class A shares of a Portfolio which are
registered in the name of a broker as nominee or held in a shareholder account
that designates a broker as broker of record. In the case of Ivy Growth Fund,
Ivy Growth with Income Fund and Ivy International Fund the fee will apply only
to Class A shares of each Portfolio which were issued after December 31, 1991.
Payments made out of or charged against the assets attributable to the Class A
shares of a Portfolio must be in reimbursement for distribution services
rendered for or on behalf of the Portfolio. The costs and expenses not
reimbursed in any one given month may be reimbursed in a subsequent month. The
Plan does not provide for payment of interest or carrying charges as
distribution expenses.
3. The Plan shall not take effect with respect to Class A of a
Portfolio until it has been approved by a vote of at least a majority (as
defined in the Act) of the outstanding voting securities of Class A of a
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to Class A of a Portfolio if a
majority of the outstanding voting securities of Class A of the Portfolio votes
for approval of the Plan, notwithstanding that the matter has not been approved
by a majority of the outstanding voting securities of the Fund or of any other
Portfolio or class.
4. The Plan shall not take effect until it has been approved, together
with any related agreements and supplements, by votes of a majority of both (a)
the Board of Trustees of the ?Fund, and (b) those Trustees of the Fund who are
not "interested persons" (as defined in the Act) and have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it
(the "Plan Trustees"), case in person at a meeting (or meetings) called for the
purpose of voting on the Plan and such related agreements.
5. The Plan shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 4.
6. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement shall provide
to the Fund's Boar of Trustees, and the Board shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made.
7. Any agreement related to the Plan shall be in writing and shall
provide: (a) that such agreement may be terminated at any time as to a
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees or by vote of a majority of the outstanding voting securities of Class
A of the Portfolio, on not more than sixty (60) days' written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.
8. The Plan may be terminated at any time with respect to a Portfolio,
without payment of any penalty, by vote of a majority of the Plan Trustees, or
by vote of a majority of the outstanding voting securities of Class A of the
Portfolio. If the Plan is terminated with respect to a Portfolio, that Portfolio
will not be obligated to reimburse the Distributor for any unreimbursed trail
fee payments.
9. The Plan maybe amended at any time with respect to a Portfolio by
the Board of Trustees, provided that (a) any amendment to increase materially
the costs which the Portfolio may bear for distribution pursuant to the Plan
shall be effective only upon approval by a vote of a majority of the outstanding
voting securities of Class A of the Portfolio, and (b) any material amendments o
the terms of the Plan shall become effective only upon approval as provided in
paragraph hereof.
10. While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Trustees who are not interested
persons.
11. The Fund shall preserve copies of the Plan, any related agreement
and any report made pursuant to paragraph 6 hereof, for a period of not less
than six (6) years form the date of the Plan, such agreement or report, as the
case may be, the first two (2) years of which shall be in an easily accessible
place.
12. It is understood and expressly stipulated that neither the holders
of shares of the Fund nor any Trustee, officer, agent or employees of the Fund
shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, bur
the Fund only shall be liable.
IN WITNESS WHEREOF, the Fund has adopted these amendments to the
Distribution Plan, originally dated December 31, 1991, on the 23rd day of March
1993.
IVY FUND
By: /S/ XXXXXXX X. XXXXXX
TITLE: President
