DISTRIBUTION PLAN
FOR IVY FUND CLASS B 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, agree to enter into a Distribution Agreement pursuant t which the
Distributor will act as a distributor of shares of the Fund for sale to the
public;
WHEREAS, the Board of Trustees of the Fund has determined to
adopt a Plan (the "Plan"), in accordance with the requirements of the Act and
determine that there is a reasonable likelihood that the Plan will benefit the
Fund and its shareholders.
NOW, THEREFORE, the Fund hereby adopts the Plan to apply only
to Class B shares on the following terms and conditions:
The Plan will pertain to the Class B shares of Ivy Emerging
Growth Fund, Ivy Growth With Income Fund and Ivy International Fund and to the
Class B shares of such Portfolios as shall be designated from time to time by
the Board of Trustees in any supplement to the Plan ("Supplement").
The Fund shall pay the Distributor a fee for distribution of
the Class B shares of each Portfolio and for services to Class B shareholders of
each Portfolio at the annual rate of 1.00% of the Portfolio's average daily net
assets attributable to the Class B shares. Such fee shall be calculated and
accrues 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, the
Fund will owe no payments to the Distributor other than any portion of the
distribution fee accrues through the effective date of termination but then
unpaid.
The amount set forth in paragraph 2 of this Plan shall be paid
for the Distributor's services as distributor of the Class B shares of a
Portfolio in connection with any activities or expenses primarily intended to
result in the sale of the Class B shares of a Portfolio, including but not
limited to, compensation to broker-dealers that have entered into a Dealer
Agreement with the Distributor, compensation to and expenses of employee of the
Distributor who engage in or support distribution of a Portfolio's Class B
shares; telephone expenses; interest expense; printing of prospectuses and
reports for other than existing shareholders; preparation, printing and
distribution of sales literature and advertising materials; and profit on the
foregoing; provided, however, that a portion equal to 0.25% of each Portfolio's
average daily net assets attributable to Class B shall be paid to it for account
maintenance and personal service 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 B 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 Plan shall not take effect with respect to Class B 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 B of a
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to a Portfolio if a majority of the
outstanding voting securities of Class B 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.
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
relate 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 agreement.
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 the Fund pursuant to the Plan or any related agreements shall
provide tot he 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 tine 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
B 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 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
B of the Portfolio.
The Plan may be 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 (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 B 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 the Fund
shall be committed to the discretion of the Trustees who are not interested
persons.
The 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 than 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.
IN WITNESS WHEREOF, the Fund has adopted this Distribution
Plan effective as of the 23rd day of March 1993.
IVY FUND
By: /S/ XXXXXXX X. XXXXXX
TITLE: President
