IVY FUND
Ivy Growth with Income Class C Shares
WHEREAS, Ivy 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, Ivy Fund and Mackenzie Investment Management Inc.
(the "Distributor"), a broker-dealer registered under the Securities Exchange
Act of 1934, have agreed to enter into a Distribution Agreement pursuant to
which the Distributor will act as distributor of shares of Ivy Fund for sale tot
he public; and
WHEREAS, the Board of Trustees of Ivy Fund has determined to
adopt a Plan (the "Plan"), in accordance with the requirements of the Act and
determined that there is a reasonable likelihood that the Plan will benefit Ivy
Fund and its shareholders.
NOW, THEREFORE, Ivy Fund hereby adopts the Plan to apply only
to Class C shares of Ivy Growth with Income Fund (the "Portfolio") on the
following terms and conditions:
Ivy Fund shall pay the Distributor a fee for distribution of
the Class C shares of the Portfolio at the annual rate of 0.75% of the
Portfolio's average daily net assets attributable to the Portfolio's Class C
shares. Such fee shall be calculated and accrued daily and paid monthly or at
such other intervals as the Trustees shall determine, subject to any applicable
restriction imposed by rules of the National Association of Securities Dealers,
Inc. If this Plan is terminated, Ivy Fund will owe no payments to the
Distributor other than any portion of the distribution fee accrued through the
effective date of termination but unpaid as of such date.
The amount set forth in paragraph 2 of this Plan shall be paid
to the Distributor in connection with certain distribution activities or
expenses, including but not limited to, compensation to broker-dealers that have
entered into a Dealer Agreement with the Distributor, bonuses and other
incentives paid to broker-dealers, compensation to and expenses of employees of
the Distributor who support distribution servicing activities in connection with
the Portfolio's Class C shares; telephone expenses; interest expense1; and
profit on the foregoing.
Ivy Fund will reimburse the Distributor for payments made to
brokers, which are unaffiliated with the Distributor, for account maintenance
and personal services to shareholders (the "Service Fee"). The services for
which the Service Fee may be made include, among others, advising clients or
customers regarding the purchase, sale or retention of Class C shares of the
Portfolio, answering routine inquiries concerning the 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 the Rules of the National Association of Securities
Dealers, Inc., up to an amount equal on an annual basis to 0.25% of the average
daily net asset value of outstanding Class C shares of the 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.
The Plan shall not take effect with respect to Class C of the
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 C of the
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to Class C of the Portfolio if a
majority of the outstanding voting securities of Class C 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 Ivy Fund or of any other
portfolio or class.
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 Ivy Fund, and (b) those Trustees of Ivy Fund
who are not "interested persons" (as defined in the Act) and who have no direct
or indirect financial interest in the operation of the Plan or any agreements
related to it (the "Plan Trustees") cast in person at a meeting (or meetings)
called for the purpose of voting on the Plan and such related agreements.
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 6.
Any person authorized to direct the disposition of monies paid
or payable by Ivy Fund pursuant to the Plan or any related agreement shall
provide to Ivy Fund's Board 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.
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 the
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees or by a vote of a majority of the outstanding voting securities of
Class C 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.
The Plan may be terminated at any time with respect to Class C
of the 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 C of the Portfolio.
The Plan may be amended at any time with respect to Class C of
the Portfolio by the Board of Trustees, provided that (a) any amendment to
increase materially the costs which the Portfolio may bear for distribution
(including the Service Fee) pursuant to the Plan shall be effective only upon
approval by a vote of a majority of the outstanding voting securities of Class C
of the Portfolio, and (b) any material amendments of the terms of the Plan shall
become effective only upon approval as provided in paragraph 6 hereof.
While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of Ivy Fund
shall be committed to the discretion of the Trustees who are not interested
persons.
Ivy Fund shall preserve copies of the Plan, any related
agreement and any report made pursuant to paragraph 8 hereof, for a period of
not less that six (6) years from 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.
It is understood and expressly stipulated that neither the
holders of shares of Ivy Fun nor any Trustee, officer, agent or employees of Ivy
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, but
Xxx Fund only shall be liable.
IN WITNESS WHEREOF, Xxx Fund has adopted this Distribution
Plan as of this 16th day of August, 1993.
IVY FUND
By: /s/ XXXXXXX X. XXXXXX
TITLE: President
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1 Only to the extent not prohibited by a regulation or order of the Securities
and Exchange Commission.
