IVY FUND
485APOS, 1996-03-01
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                              As filed with the Securities and Exchange
          Commission on
                       March 
                              1, 1996     (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.
             84      [ 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 












                     
                                                       Keith J. Carlson 
                                             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 filing
          become
                    effective on 













                                        April 30, 1996 pursuant to
          paragraph (a)(1)
                    of Rule 
                                        485.     
                     
                                 The Registrant has elected to register an
          indefinite
                    number of 
                              shares of beneficial interest under the
          Securities Act
                    of 1933 
                              pursuant to Rule 24f-2 under the Investment
          Company Act
                    of 1940; 
                              accordingly, no fee is payable herewith.  The
                    Registrant filed on 













                              February 28, 1996 its notice pursuant to Rule
          24f-2 for
                    the 
                              Registrant's most recent fiscal year ended
          December 31,
                    1995.     
                     
                              The total number of pages is __________. 
                              The exhibit index is on page __________.  
                     
                     
                     
                     
                     
                     
                     
                     




















































                    THIS POST-EFFECTIVE AMENDMENT NO. 84 IS BEING FILED IN
          ORDER TO
                    ADD CLASS C SHARES TO 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, AND TO UPDATE THE FINANCIAL AND
          RELATED

                    INFORMATION FOR THESE ELEVEN FUNDS.  THE PROSPECTUSES
          AND
                    STATEMENTS OF ADDITIONAL INFORMATION THAT ARE INCLUDED
          IN THIS

                    POST-EFFECTIVE AMENDMENT NO. 84 ARE TO BE USED
          CONCURRENTLY WITH
                    AND SEPARATELY FROM EACH CURRENTLY EFFECTIVE PROSPECTUS
          AND

                    STATEMENT OF ADDITIONAL INFORMATION FOR IVY MONEY
          MARKET FUND AND
                    IVY SHORT-TERM BOND FUND (THE OTHER TWO SERIES OFFERED
          BY THE

                    REGISTRANT), WHICH ARE NOT INCLUDED IN, BUT ARE
          INCORPORATED BY
                    REFERENCE TO, THIS FILING.























































                                                 IVY FUND

                                          CROSS REFERENCE SHEET

                         Post-Effective Amendment No. 84 contains (i) the
          Prospectus
                    and Statement of Additional Information to be used with
          Ivy Bond
                    Fund, Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy
          Growth
                    with Income Fund; (ii) the Prospectus and Statement of
          Additional
                    Information to be used with Ivy Canada Fund, Ivy China
          Region
                    Fund, Ivy Global Fund, Ivy International Fund, Ivy
          Latin America
                    Strategy Fund and Ivy New Century Fund; and (iii) the
          Prospectus
                    and Statement of Additional Information to be used with
          Ivy
                    International Bond Fund, eleven of the thirteen series
          of Ivy
                    Fund (the "Trust").

                                       Items Required by Form N-1A

                    PART A:

                    1    COVER PAGE:  Cover Page












                    2    SYNOPSIS:  Not Applicable

                    3    CONDENSED FINANCIAL INFORMATION:  Schedule of
          Fees; The
                         Funds' Financial Highlights

                    4    GENERAL DESCRIPTION OF REGISTRANT:  Investment
          Objectives
                         and Policies; Risk Factors and Investment
          Techniques

                    5    MANAGEMENT OF THE FUND(S):  Organization and
          Management of
                         the Funds; Investment Manager

                    6    CAPITAL STOCK AND OTHER SECURITIES:  Dividends and
          Taxes

                    7    PURCHASE OF SECURITIES BEING OFFERED:  How to Buy
          Shares;
                         How Your Purchase Price is Determined; How Each
          Fund Values
                         its Shares

                    8    REDEMPTION OR REPURCHASE:  How to Redeem Shares;
          Minimum
                         Account Balance Requirements; Tax Identification
          Number;
                         Certificates; Exchange Privilege; Reinvestment
          Privilege

                    9    PENDING LEGAL PROCEEDINGS:  Not Applicable


                    PART B:

                    10   COVER PAGE:  Cover Page

                    11   TABLE OF CONTENTS:  Table of Contents

                    12   GENERAL INFORMATION AND HISTORY:  Investment
          Objectives and
                         Policies
























                    13   INVESTMENT OBJECTIVES AND POLICIES:  Investment
          Objectives
                         and Policies; Investment Restrictions; Additional
                         Restrictions

                    14   MANAGEMENT OF THE FUND(S):  Trustees and Officers;
                         Investment Advisory and Other Services

                    15   CONTROL PERSONS AND PRINCIPAL HOLDERS OF
          SECURITIES: 
                         Trustees and Officers; Capitalization and Voting
          Rights

                    16   INVESTMENT ADVISORY AND OTHER SERVICES: 
          Investment Advisory
                         and Other Services

                    17   BROKERAGE ALLOCATION AND OTHER PRACTICES: 
          Brokerage
                         Allocation; Portfolio Turnover

                    18   CAPITAL STOCK AND OTHER SECURITIES: 
          Capitalization and
                         Voting Rights 

                    19   PURCHASE, REDEMPTION AND PRICING OF SECURITIES
          BEING
                         OFFERED:  Net Asset Value; Redemptions

                    20   TAX STATUS:  Taxation

                    21   UNDERWRITERS:  Investment Advisory and Other
          Services

                    22   CALCULATION OF PERFORMANCE DATA:  Performance
          Information

                    23   FINANCIAL STATEMENTS:  Financial Statements


















































                    PROSPECTUS
                    April 30, 1996
                                                                     [IVY
          FUNDS LOGO]

                         Ivy Fund (the "Trust") is a registered investment
          company
                    currently consisting of thirteen separate portfolios. 
          Four of
                    these portfolios, as identified below (the "Funds"),
          are
                    described in this Prospectus.  Each Fund has its own
          investment
                    objective and policies, and a shareholder's interest is
          limited
                    to the Fund in which he or she owns shares.    

                         The four Funds are:

                              Ivy Bond Fund
                              Ivy Emerging Growth Fund
                              Ivy Growth Fund
                              Ivy Growth with Income Fund    

                         This Prospectus sets forth concisely the
          information about
                    the Funds that a prospective investor should know
          before
                    investing and should be read carefully and retained for
          future













                    reference.  Additional information about the Funds is
          contained
                    in the Statement of Additional Information for the
          Funds dated
                    April 30, 1996 (the "SAI"), which has been filed with
          the
                    Securities and Exchange Commission and is incorporated
          by
                    reference into this Prospectus.  The SAI is available
          upon
                    request and without charge from the Trust at the
          Distributor s
                    address and telephone number provided below.    

                    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
          BY THE
                    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
          SECURITIES
                    COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
          COMMISSION OR ANY
                    STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
          ADEQUACY
                    OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
          IS A
                    CRIMINAL OFFENSE.









































                    TABLE OF CONTENTS

                    Schedule of Fees  . . . . . . . . . . . . . . . . . . .
          . . . . .
                    The Funds' Financial Highlights . . . . . . . . . . . .
          . . . . .
                    Investment Objectives and Policies  . . . . . . . . . .
          . . . . .
                    Risk Factors and Investment Techniques  . . . . . . . .
          . . . . .
                    Organization and Management of the Funds  . . . . . . .
          . . . . .
                    Investment Manager  . . . . . . . . . . . . . . . . . .
          . . . . .
                    Fund Administration and Accounting  . . . . . . . . . .
          . . . . .
                    Transfer Agent  . . . . . . . . . . . . . . . . . . . .
          . . . . .
                    Alternative Purchase Arrangements . . . . . . . . . . .
          . . . . .
                    Dividends and Taxes . . . . . . . . . . . . . . . . . .
          . . . . .
                    Performance Data  . . . . . . . . . . . . . . . . . . .
          . . . . .
                    How to Buy Shares . . . . . . . . . . . . . . . . . . .
          . . . . .
                    How Your Purchase Price is Determined . . . . . . . . .
          . . . . .
                    How Each Fund Values Its Shares . . . . . . . . . . . .
          . . . . .
                    Initial Sales Charge Alternative - Class A Shares . . .
          . . . . .
                    Contingent Deferred Sales Charge - Class A Shares . . .
          . . . . .
                     Waiver of Contingent Deferred Sales Charge   . . . . .
          . . . . .
                    Qualifying for a Reduced Sales Charge . . . . . . . . .
          . . . . .
                     Rights of Accumulation (ROA)   . . . . . . . . . . . .
          . . . . .
                     Letter of Intent (LOI)   . . . . . . . . . . . . . . .
          . . . . .
                     Purchases of Class A Shares At Net Asset Value   . . .
          . . . . .
                    Contingent Deferred Sales Charge Alternative - Class B
          and Class
                    C Shares  . . . . . . . . . . . . . . . . . . . . . . .
          . . . . .
                     Conversion of Class B Shares   . . . . . . . . . . . .
          . . . . .
                     Waiver of Contingent Deferred Sales Charge   . . . . .
          . . . . .
                     Arrangements With Broker-Dealers and Others  . . . . .
          . . . . .












                    How to Redeem Shares  . . . . . . . . . . . . . . . . .
          . . . . .
                    Minimum Account Balance Requirements  . . . . . . . . .
          . . . . .
                    Signature Guarantees  . . . . . . . . . . . . . . . . .
          . . . . .
                    Choosing a Distribution Option  . . . . . . . . . . . .
          . . . . .
                    Tax Identification Number . . . . . . . . . . . . . . .
          . . . . .
                    Certificates  . . . . . . . . . . . . . . . . . . . . .
          . . . . .
                    Exchange Privilege  . . . . . . . . . . . . . . . . . .
          . . . . .
                    Reinvestment Privilege  . . . . . . . . . . . . . . . .
          . . . . .
                    Systematic Withdrawal Plan  . . . . . . . . . . . . . .
          . . . . .
                    Automatic Investment Method . . . . . . . . . . . . . .
          . . . . .
                    Consolidated Account Statements . . . . . . . . . . . .
          . . . . .
                    Retirement Plans  . . . . . . . . . . . . . . . . . . .
          . . . . .
                    Shareholder Inquiries . . . . . . . . . . . . . . . . .
          . . . . .

                       BOARD OF TRUSTEES               TRANSFER AGENT
                       John S. Anderegg, Jr.           Mackenzie Ivy
          Investor
                       Paul H. Broyhill                Services Corp.
                          Stanley Channick             P.O. Box 3022
                       Frank W. DeFriece, Jr.          Boca Raton, FL
                          Roy J. Glauber               33431-0922
                       Michael G. Landry               1-800-777-6472
                       Michael R. Peers
                       Joseph G. Rosenthal             AUDITORS
                       Richard N. Silverman            Coopers & Lybrand
          L.L.P.
                       J. Brendan Swan                 Ft. Lauderdale, FL













                       OFFICERS                        INVESTMENT MANAGER












                       Michael G. Landry,              Ivy Management, Inc.
                       President                       700 South Federal
          Highway
                       Keith J. Carlson, Vice          Boca Raton, FL 33432
                       President                       1-800-456-5111
                       C. William Ferris
                       Secretary/Treasurer             DISTRIBUTOR
                       Michael R. Peers, Chairman      Mackenzie Ivy Funds
                                                       Distribution, Inc.
                       LEGAL COUNSEL                   Via Mizner Financial
          Plaza
                       Dechert Price & Rhoads          700 South Federal
          Highway
                       Boston, MA                      Boca Raton, FL 33432
                                                       1-800-456-5111
                       CUSTODIAN
                       Brown Brothers Harriman &
                       Co.
                       Boston, MA




























































                    SCHEDULE OF FEES

                                     SHAREHOLDER TRANSACTION EXPENSES[#]

                    IVY BOND FUND
                                               CLASS A   CLASS B   CLASS C  
          CLASS I

                     Maximum sales load
                     imposed on purchases (as
                     a percentage of offering
                     price)  . . . . . . . .   4.75%(1)  None      None     
          None

                     Maximum contingent
                     deferred sales charge
                     (as a percentage of
                     original purchase price)                               
                 None(2)   5.00%(3)  1.00%(4)  None





























































                    IVY EMERGING GROWTH FUND, IVY GROWTH FUND AND IVY
          GROWTH WITH
                    INCOME FUND
                                                        CLASS A   CLASS B  
          CLASS C

                     Maximum sales load imposed on
                     purchases (as a percentage of
                     offering price) . . . . . . . . .  5.75%(1)  None     
          None

                     Maximum contingent deferred sales
                     charge (as a percentage of
                     original purchase price)  . . . .  None(2)   5.00%(3) 
          1.00%(4)


                    [#]  None of the Funds charge a redemption fee, an
          exchange fee,
                         or a sales load on reinvested dividends.
                    (1)  Class A shares of the Funds may be purchased under
          a variety
                         of plans that provide for the reduction or
          elimination of
                         the sales charge.
                    (2)  A contingent deferred sales charge may apply to
          the












                         redemption of Class A shares that are purchased
          without an
                         initial sales charge. See "Purchases of Class A
          Shares at
                         Net Asset Value" and "Contingent Deferred Sales
          Charge --
                         Class A Shares."
                    (3)  The maximum contingent deferred sales charge on
          Class B
                         shares applies to redemptions during the first
          year after
                         purchase. The charge declines to 4% during the
          second year;
                         3% during the third and fourth years; 2% during
          the fifth
                         year; 1% during the sixth year; and 0% in the
          seventh year
                         and thereafter.
                    (4)  The maximum contingent deferred sales charge on
          Class C
                         shares applies to redemptions during the first
          year after
                         purchase.    


                                       ANNUAL FUND OPERATING EXPENSES
                                  (as a percentage of daily net assets)

                    IVY BOND FUND

                                           CLASS A  CLASS B  CLASS C[#] 
          CLASS I     
                                                       
                     Management Fees . . . 0.75%    0.75%    0.75%      
          0.75%
                     12b-1 Service/
                     Distribution Fees . . 0.25%    1.00%(1) 1.00%(1)   
          0.00%
                     Other Expenses  . . . 0.54%    0.54%    0.54%      
          0.45%(2)

                     Total Fund Operating
                     Expenses  . . . . . . 1.54%    2.29%    2.29%      
          1.20%


                    [#]  The inception date for Class C shares is April 30,
          1996. 
                         Accordingly, the expenses shown are estimated
          based on
                         amounts incurred by Class B shares of the Fund
          during the
                         fiscal year ended December 31, 1995.























                    (1)  Long-term investors may, as a result of the Fund's
          12b-1
                         fees, pay more than the economic equivalent of the
          maximum
                         front-end sales charge permitted by the Rules of
          Fair
                         Practice of the National Association of Securities
          Dealers,
                         Inc. ("NASD").
                    (2)  The "Other Expenses" of Class I of the Fund are
          lower than
                         such expenses for the Fund's other classes because
          Class I
                         shares bear lower administrative services fees and
          transfer
                         agency and shareholder services fees than Class A
          and Class
                         B shares. See "Administrator" and "Transfer
          Agent."



                    IVY EMERGING GROWTH FUND

                                                CLASS A   CLASS B    CLASS
          C[#]

                     Management Fees . . . . .  0.85%     0.85%      0.85%
                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . .  0.25%     1.00%(1)  
          1.00%(1)

                     Other Expenses  . . . . .  0.85%     0.85%      0.85%
                     Total Fund Operating
                     Expenses  . . . . . . . .  1.95%     2.70%(2)  
          2.70%(2)

                    [#]  The inception date for Class C shares is April 30,
          1996. 
                         Accordingly, the expenses shown are estimated
          based on
                         amounts incurred by Class B shares of the Fund
          during the
                         fiscal year ended December 31, 1995.












                    (1)  Long-term investors may, as a result of the Fund's
          12b-1
                         fees, pay more than the economic equivalent of the
          maximum
                         front-end sales charge permitted by the NASD's
          Rules of Fair
                         Practice.
                    (2)  Total Fund Operating Expenses for Class B and
          Class C shares
                         are higher than related expenses for mutual funds
          whose
                         investment objectives are similar to those of the
          Fund.































                    IVY GROWTH FUND

                                                CLASS A   CLASS B    CLASS
          C[#]

                     Management Fees(1)  . . .  0.85%     0.85%      0.85%
                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . .  0.04%(2)  1.00%(3)  
          1.00%(3)













                     Other Expenses  . . . . .  0.71%(2)  0.71%      0.71%
                     Total Fund Operating
                     Expenses(4) . . . . . . .  1.60%     2.56%      2.56%

                    [#]  The inception date for Class C shares is April 30,
          1996. 
                         Accordingly, the expenses shown are estimated
          based on
                         amounts incurred by Class B shares of the Fund
          during the
                         fiscal year ended December 31, 1995.
                    (1)  Management Fees for the fiscal period ended
          December 31,
                         1995 have been restated to reflect the termination
          of the
                         voluntary expense reimbursement on February 1,
          1995 (see
                         note (4) below).
                    (2)  Rule 12b-1 Service Fees paid by Class A shares may
          increase
                         in subsequent years, but are subject to a ceiling
          of 0.25%. 
                         See "Alternative Purchase Arrangements."
                    (3)  Long-term investors may, as a result of the Fund's
          12b-1
                         fees, pay more than the economic equivalent of the
          maximum
                         front-end sales charge permitted by the NASD's
          Rules of Fair
                         Practice.
                    (4)  IMI had agreed to limit the Fund's Total Operating
          Expenses
                         (excluding taxes, 12b-1 fees, brokerage
          commissions,
                         interest, litigation and indemnification expenses
          and other
                         extraordinary expenses) to an annual rate of 1.31%
          of the
                         Fund's average daily net assets through January
          31, 1995.
                         Effective February 1, 1995, the voluntary expense
          limitation
                         has been terminated. Total Fund Operating Expenses
          reflects
                         what annualized expenses for the year ended
          December 31,
                         1995 would have been without any expense
          reimbursements. 
                         With expense reimbursements, Total Fund Operating
          Expenses
                         for Class A and Class B was 1.59% and 2.55%,
          respectively.






































                    IVY GROWTH WITH INCOME FUND

                                                   CLASS A   CLASS B  
          CLASS C[#]
                                                                        
                     Management Fees . . . . . .   0.85%     0.85%    
          0.85%
                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . . .   0.21%(1)  1.00%(2) 
          1.00%(2)

                     Other Expenses  . . . . . .   0.90%     0.90%    
          0.90%
                     Total Fund Operating
                     Expenses  . . . . . . . . .   1.96%     2.75%(3) 
          2.75%(3)

                    [#]  The inception date for Class C shares is April 30,
          1996. 
                         Accordingly, the expenses shown are estimated
          based on
                         amounts incurred by Class B shares of the Fund
          during the
                         fiscal year ended December 31, 1995.
                    (1)  Rule 12b-1 Service Fees paid by Class A shares may
          increase
                         in subsequent years, but are subject to a ceiling
          of 0.25%. 
                         See "Alternative Purchase Arrangements."













                    (2)  Long-term investors may, as a result of the Fund's
          12b-1
                         fees, pay more than the economic equivalent of the
          maximum
                         front-end sales charge permitted by the NASD's
          Rules of Fair
                         Practice.
                    (3)  Total Fund Operating Expenses for Class B and
          Class C shares
                         are higher than related expenses for mutual funds
          whose
                         investment objectives are similar to those of the
          Fund.    


                                                 EXAMPLES

                         Each of the following tables lists the expenses
          that an
                    investor would pay on a $1,000 investment, assuming (1)
          5% annual
                    return and (2) except as otherwise noted, redemption at
          the end
                    of each time period. These examples further assume
          reinvestment
                    of all dividends and distributions, and that the
          percentage
                    amounts under "Total Fund Operating Expenses" (above)
          remain the
                    same each year.  THE FOLLOWING FIGURES SHOULD NOT BE
          CONSIDERED A
                    REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
          EXPENSES MAY BE
                    HIGHER OR LOWER THAN THOSE SHOWN.    






































                       IVY BOND FUND

                                               1 YEAR    3 YEARS  5 YEARS  
          10 YEARS

                     Class A Shares* . . . . . $62       $94      $127     
          $222
                     Class B Shares  . . . . . $73(1)    $102(2)  $143(3)  
          $244(4)

                     Class B Shares (no
                       redemption) . . . . . . $23       $72      $123     
          $244(4)
                     Class C Shares  . . . . . $____(5)  $_____   $_____   
          $_____
                     Class C Shares (no
                       redemption) . . . . . . $_____    $_____   $_____   
          $_____

                     Class I Shares[#] . . . . $12       $38      $66      
          $145


                    IVY EMERGING GROWTH FUND

                                               1 YEAR   3 YEARS   5 YEARS  
          10 YEARS

                     Class A Shares**  . . .   $76      $115      $157     
          $272
                     Class B Shares  . . . .   $77(1)   $114(2)   $163(3)  
          $285(4)
                     Class B Shares (no
                       redemption) . . . . .   $27      $84       $143     
          $285(4)

                     Class C Shares  . . . .   $____(5) $_____    $_____   
          $_____
                     Class C Shares (no
                       redemption) . . . . .   $_____   $_____    $_____   
          $_____


                    IVY GROWTH FUND

                                               1 YEAR    3 YEARS   5 YEARS 
          10 YEARS













                     Class A Shares**  . . . . $73       $105      $140    
          $237
                     Class B Shares  . . . . . $76(1)    $110(2)   $156(3) 
          $266(4)

                     Class B Shares (no
                       redemption) . . . . . . $26       $80       $136    
          $266(4)
                     Class C Shares  . . . . . $____(5)  $_____    $_____  
          $_____
                     Class C Shares (no
                       redemption) . . . . . . $_____    $_____    $_____  
          $_____
























                    IVY GROWTH WITH INCOME FUND

                                               1 YEAR    3 YEARS  5 YEARS  
          10 YEARS

                     Class A Shares**  . . .   $76       $115     $157     
          $273
                     Class B Shares  . . . .   $78(1)    $115(2)  $165(3)  
          $289(4)

                     Class B Shares (no
                     redemption) . . . . . .   $28       $85      $145     
          $289(4)
                     Class C Shares  . . . .   $____(5)  $_____   $_____   
          $_____
                     Class C Shares (no













                     redemption) . . . . . .   $_____    $_____   $_____   
          $_____


                    *    Assumes deduction of the maximum 4.75% initial
          sales charge
                         at the time of purchase and no deduction of a
          contingent
                         deferred sales charge at the time of redemption.
                    **   Assumes deduction of the maximum 5.75% initial
          sales charge
                         at the time of purchase and no deduction of a
          contingent
                         deferred sales charge at the time of redemption.
                    [#]  Class I Shares are not subject to an initial sales
          charge at
                         the time of purchase, nor are they subject to the
          deduction
                         of a contingent deferred sales charge at the time
          of
                         redemption.
                    (1)  Assumes deduction of a 5% contingent deferred
          sales charge
                         at the time of redemption.
                    (2)  Assumes deduction of a 3% contingent deferred
          sales charge
                         at the time of redemption.
                    (3)  Assumes deduction of a 2% contingent deferred
          sales charge
                         at the time of redemption.
                    (4)  Assumes conversion to Class A shares at the end of
          the
                         eighth year, and therefore reflects Class A
          expenses for
                         years nine and ten.
                    (5)  Assumes deduction of a 1% contingent deferred
          sales charge
                         at the time of redemption.    


                         The purpose of the foregoing tables is to show the
          various
                    costs and expenses that an investor in each Fund will
          bear
                    directly or indirectly. The information presented in
          the tables
                    does not reflect the charge of $10.00 per transaction
          that would
                    apply if a shareholder elects to have redemption
          proceeds wired
                    to his or her bank account. For a more detailed
          discussion of the
                    Funds' fees and expenses, see the following sections of
          this












                    Prospectus: "Organization and Management of the Funds,"
          "Initial
                    Sales Charge Alternative -- Class A Shares,"
          "Contingent Deferred
                    Sales Charge Alternative -- Class B and Class C
          Shares," and "How
                    to Buy Shares," and the following section of the SAI:
          "Investment
                    Advisory and Other Services."    

















                    THE FUNDS' FINANCIAL HIGHLIGHTS

                         The information in the following tables (i) for
          Ivy Bond
                    Fund and Ivy Emerging Growth Fund through December 31,
          1995 and
                    (ii) for Ivy Growth Fund and Ivy Growth with Income
          Fund for the
                    years ended December 31, 1992, 1993, 1994 and 1995 has
          been
                    audited by Coopers & Lybrand L.L.P., independent
          accountants. The
                    information for Ivy Growth Fund and Ivy Growth with
          Income Fund
                    for the year ended December 31, 1991 and prior periods
          has been
                    audited by other independent accountants. (Ivy Bond
          Fund operated
                    prior to its reorganization into the Trust on December
          31, 1994
                    as Mackenzie Fixed Income Trust (d/b/a Ivy Bond Fund).)
          The
                    report of Coopers & Lybrand L.L.P. on the Funds'
          financial
                    statements appears in each Fund's Annual Report dated
          December
                    31, 1995, which are incorporated by reference into the
          SAI. Each












                    Fund's Annual Report contains further information about
          and
                    management's discussion of the Fund's performance, and
          is
                    available to shareholders upon request and without
          charge from
                    the Distributor at the address and phone number
          provided on the
                    cover of this Prospectus. The information presented
          below should
                    be read in conjunction with each Fund's financial
          statements and
                    the notes thereto.    

                         The inception date for Class C shares of the Funds
          is April
                    30, 1996, and as of December 31, 1995 no Class I shares
          of Ivy
                    Bond Fund had been issued. Accordingly, no financial
          information
                    for these shares is presented below.    


















































                       IVY BOND FUND
                                                 CLASS A     CLASS B    
          CLASS A
                                                 FOR THE     FOR THE    
          FOR THE
                                                 YEAR        YEAR       
          SIX MONTHS
                                                 ENDED       ENDED      
          ENDED
                                                 DEC. 31,    DEC. 31,   
          DEC. 31,
                                                 1995        1995       
          1994

                    Net asset value,
                    beginning of period . . .    $ 9.01      $ 9.01      $
          9.38
                       Income (loss) from
                       investment operations:
                       Net investment
                       income . . . . . . . .       .67(a)      .60(a)     
          .33(a)
                       Net gain (loss) on
                       investments (both
                       realized and
                       unrealized)  . . . . .       .84         .84       
          (.29)

                         Total from invest-
                         ment operations  . .      1.51        1.44        
          .04

                       Less distributions from:
                       Net investment income        .63         .56        
          .32
                       Net Realized Gain  . .      --          --         
          --
                       In Excess of Net
                       Realized Gain  . . . .      --          --          
          .09
                       Capital paid-in  . . .       .11         .11       
          --  

                         Total distributions        .74         .67        
          .41

                    Net asset value, end of
                    period  . . . . . . . . .    $ 9.78      $ 9.78      $
          9.01












                    Total return(%) . . . . .     17.41(b)    16.54(b)     
          .43(c)
                    Ratios/supplemental data
                    Net assets, end of period
                    (in thousands)  . . . . .  $108,840      $5,184   
          $110,232
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      1.54        2.29       
          1.50(d)
                       Without expense
                       reimbursement(%) . . .      1.54        2.29       
          1.52(d)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .      7.09(a)     6.34(a)    
          6.92(a)(d)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        93          93         
          44(d)

















                                                                        
          CLASS B 
                                                 CLASS B     CLASS A    
          FOR THE
                                                 FOR THE     FOR THE    
          APRIL 1, 
                                                 SIX MONTHS  YEAR       
          (COMMENCE-
                                                 ENDED       ENDED      
          MENT)
                                                 DEC. 31,    JUNE 30,    TO
          JUNE 30,
                                                 1994        1994       
          1994

                    Net asset value,












                    beginning of period . . .    $ 9.38     $ 10.34      $
          9.82
                       Income (loss) from
                       investment operations:
                       Net investment
                       income . . . . . . . .       .30(a)      .63        
          .10
                       Net gain (loss) on
                       investments (both
                       realized and
                       unrealized)  . . . . .      (.29)       (.60)      
          (.32)

                         Total from invest-
                         ment operations  . .       .01         .03       
          (.22)

                       Less distributions from:
                       Net investment income        .29         .61        
          .14
                       In Excess of Net
                       Investment Income  . .      --          --         
          --
                       Net Realized Gain  . .      --           .38        
          .08
                       In Excess of Net
                       Realized Gain  . . . .       .09        --         
          --
                       Capital paid-in  . . .      --          --         
          --  

                         Total distributions        .38         .99        
          .22

                    Net asset value, end of
                    period  . . . . . . . . .    $ 9.01      $ 9.38      $
          9.38

                    Total return(%) . . . . .       .06(c)     0.00(b)     
          (2.24)(c)
                    Ratios/supplemental data
                    Net assets, end of period
                    (in thousands)  . . . . .   $ 2,420    $120,073      $ 
          761
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      2.25(d)       --         
            --
                       Without expense
                       reimbursement(%) . . .      2.27(d)     1.45       
          2.20(d)
                    Ratio of net investment
                    loss to average daily












                    net assets(%) . . . . . .      6.17(a)(d)  6.19       
          5.44(d)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        44(d)       78         
           78















                                                             CLASS A
                                                 FOR THE YEAR ENDED JUNE
          30,
                                                 1993        1992       
          1991 

                    Net asset value,
                    beginning of period . . .    $ 9.95      $ 9.61      $
          9.84
                       Income (loss) from
                       investment operations:
                       Net investment income        .55         .63(a)     
          .62(a)
                       Net gain (loss) on
                       investments (both
                       realized and
                       unrealized)  . . . . .      1.00         .73        
          .10

                         Total from invest-
                         ment operations  . .      1.55        1.36        
          .72

                       Less distributions from:
                       Net investment income        .64         .63        
          .62
                       Net realized gain  . .       .52         .25        
          .13
                       In excess of net
                       capital gain . . . . .      --          --         
          --
                       Capital paid-in  . . .      --           .14        
          .20













                         Total distributions       1.16        1.02        
          .95

                    Net asset value,
                    end of period . . . . . .   $ 10.34      $ 9.95      $
          9.61

                    Total return(%) . . . . .     16.29(b)    14.77(b)    
          7.58(b)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .  $132,721    $102,328    
          $92,687
                    Ratio of expenses to
                    average daily net
                    assets:
                       With expense
                       reimbursement(%) . . .       --         1.50       
          1.50
                       Without expense
                       reimbursement(%) . . .      1.49        1.55       
          1.65
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . .      6.42        6.92(a)    
          6.77(a)
                    Portfolio turnover
                    rate(%) . . . . . . . . .       134(f)      129        
          118





















                                                 CLASS A
                                                 FOR THE YEAR ENDED JUNE
          30,













                                                 1990        1989       
          1988

                    Net asset value,
                    beginning of period . . .   $ 10.59      $ 9.99      $
          9.39
                       Income (loss) from
                       investment operations:
                       Net investment income        .65(a)      .77(a)     
          .58(a)
                       Net gain (loss) on
                       investments (both
                       realized and
                       unrealized)  . . . . .      (.40)        .75        
          .81

                         Total from invest-
                         ment operations  . .       .25        1.52       
          1.39

                       Less distributions from:
                       Net investment income        .65         .79        
          .60
                       In excess of net
                       investment income  . .      --          --         
          --
                       Net realized gain  . .      --          --          
          .19
                       In excess of net
                       capital gain . . . . .      --          --         
          --
                       Capital paid-in  . . .       .35         .13       
          --  

                         Total distributions       1.00         .92        
          .79

                    Net asset value, end of
                    period  . . . . . . . . .    $ 9.84     $ 10.59      $
          9.99

                    Total return(%) . . . . .      2.54(b)    16.12(b)   
          16.31(b)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $70,670     $20,753     
          $5,075
                    Ratio of expenses to
                    average daily net
                    assets:
                       With expense
                       reimbursement(%) . . .      1.36         .20       
          1.37
                       Without expense












                       reimbursement(%) . . .      1.73        2.04       
          4.61
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . .      6.64        8.08       
          5.15
                    Portfolio turnover rate(%)        0           0        
          145




















                                                 CLASS A
                                                 FOR THE YEAR ENDED
                                                 JUNE 30,
                                                 1987        1986(e)

                    Net asset value,
                    beginning of period . . .    $ 9.35      $ 9.33*
                       Income (loss) from
                       investment operations:
                       Net investment income        .36(a)      .36(a)
                       Net gain (loss) on
                       investments (both
                       realized and
                       unrealized)  . . . . .       --         --

                         Total from invest-
                         ment operations  . .       .36         .36

                       Less distributions from:
                       Net investment income        .32         .34
                       Net realized gain  . .       --         --
                       In excess of net
                       capital gain . . . . .       --         --
                       Capital paid-in  . . .       --         --  

                         Total distributions        .32         .34












                    Net asset value, end of
                    period  . . . . . . . . .    $ 9.39     $  9.35

                    Total return(%) . . . . .      2.92(b)     4.90(b)(d)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .     $ 217       $ 165
                    Ratio of expenses to
                    average daily net
                    assets
                       With expense
                       reimbursement  . . . .      1.00        1.19(d)
                       Without expense
                       reimbursement  . . . .     32.89       59.04(d)
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . .      3.80        4.58(d)
                    Portfolio turnover rate(%)        0%          0%
                    __________________

                    (a)  Net investment income is net of expense reimbursed
          from
                         Manager.
                    (b)  Total return does not reflect a sales charge.
                    (c)  Total return represents aggregate total and does
          not reflect
                         a sales charge.
                    (d)  Annualized.
                    (e)  September 6, 1985 (commencement) to June 30, 1986.












                    (f)  The portfolio turnover rate excludes sales of
          portfolio
                         securities made following the February 1, 1993
                         reorganization between Ivy Bond Fund (formerly
          Mackenzie
                         Fixed Income Trust) and American Investors Income
          Fund, Inc.
                         to realign the Fund's portfolio and reflects an
          adjustment
                         to the monthly average of the value of the
          portfolio
                         securities owned by the Fund during the year ended
          June 30,












                         1993.
                    *    Price at inception excluding sales charge.
                    **   Shares of the Fund outstanding as of March 31,
          1994 were
                         designated Class A shares of the Fund.    


































































                       IVY EMERGING GROWTH FUND

                                                             CLASS A
                                                                        
          FOR THE
                                                                        
          PERIOD MAR.
                                                 FOR THE     FOR THE     3,
          1993
                                                 YEAR        YEAR       
          (COMMENCE-
                                                 ENDED       ENDED      
          MENT)
                                                 DEC. 31,    DEC. 31,    TO
          DEC. 31,
                                                 1995        1994       
          1993

                    Net asset value,
                    beginning of period . . .   $ 18.38     $ 17.93     $
          10.00
                       Income (loss) from
                       investment operations:
                       Net investment
                       loss . . . . . . . . .      (.24)       (.24)(a)   
          (.07)(a)
                       Net gain on investments
                       (both realized and
                       unrealized)  . . . . .      7.90         .82       
          8.29

                         Total from invest-
                         ment operations  . .      7.66         .58       
          8.22

                       Less distributions from:
                       Net realized gain  . .      1.92        --          
          .29
                       Capital paid-in  . . .      --           .13       
          --  

                         Total distributions       1.92         .13        
          .29

                    Net asset value, end of
                    period  . . . . . . . . .   $ 24.12     $ 18.38     $
          17.93














                    Total return(%) . . . . .     42.07(b)     3.29(b)   
          45.33(c)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $39,456     $21,493    
          $14,212

                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      --          2.20       
          1.93(d)
                       Without expense
                       reimbursement(%) . . .      1.95        2.22       
          2.33(d)
                    Ratio of net investment
                    loss to average daily
                    net assets(%) . . . . . .     (1.39)      (1.72)(a)
                    (1.30)(a)(d)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        86          67         
           41(d)
















                                                             CLASS B
                                                                        
          FOR THE
                                                                        
          PERIOD OCT.
                                                 FOR THE     FOR THE    
          23, 1993
                                                 YEAR        YEAR       
          (COMMENCE-
                                                 ENDED       ENDED      
          MENT)
                                                 DEC. 31,    DEC. 31,    TO
          DEC. 31,
                                                 1995        1994       
          1993













                    Net asset value,
                    beginning of period . . .   $ 18.38     $ 17.93     $
          18.21
                       Income (loss) from
                       investment operations:
                       Net investment
                       loss . . . . . . . . .      (.35)       (.29)(a)   
          (.04)(a)
                       Net gain on investments
                       (both realized and
                       unrealized)  . . . . .      7.85         .74        
          .03

                         Total from invest-
                         ment operations  . .      7.50         .45       
          (.01)

                       Less distributions:
                       Net realized gain  . .      1.76        --          
          .27

                         Total distributions       1.76        --          
          .27

                    Net asset value, end of
                    period  . . . . . . . . .   $ 24.12     $ 18.38     $
          17.93

                    Total return(%) . . . . .     41.03(b)     2.51(b)     
          .05(e)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $13,985     $ 5,015     $
          1,216
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      --          2.95       
          2.68(d)
                       Without expense
                       reimbursement(%) . . .      2.70        2.97       
          3.08(d)
                    Ratio of net investment
                    loss to average daily
                    net assets(%) . . . . . .     (2.14)      (2.47)(a)
                    (2.05)(a)(d)
                    Portfolio turnover rate(%)       86          67         
          41(d)
                    _______________

                    (a)  Net investment loss is net of expense reimbursed
          by IMI.
                    (b)  Total return does not reflect a sales charge.













                    (c)  Total return represents aggregate total return
          since April
                         30, 1993 and does not reflect a sales charge.
                    (d)  Annualized.
                    (e)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.    












                       IVY GROWTH FUND

                                                             CLASS A
                                                 FOR THE YEAR ENDED
          DECEMBER 31,
                                                 1995        1994       
          1993

                    Net asset value,
                    beginning of period . . .   $ 13.91     $ 15.14     $
          14.98
                       Income (loss) from
                       investment operations:
                       Net investment
                       income . . . . . . . .       .05(a)      .05(a)     
          .10(a)
                       Net gain (loss) on
                       investment transactions
                       and put options (both
                       realized and
                       unrealized)  . . . . .      3.73        (.49)      
          1.74

                         Total from invest-
                         ment operations  . .      3.78        (.44)      
          1.84

                       Less distributions from:
                       Net investment income        .02         .05        
          .10
                       Net realized gain  . .       .89         .74       
          1.58
                       In excess of net
                       realized gain  . . . .       .03        --         
          --












                       Capital paid-in  . . .      --          --         
          --  

                         Total distributions        .94         .79       
          1.68

                    Net asset value, end of
                    period  . . . . . . . . .   $ 16.75     $ 13.91     $
          15.14

                    Total return(%)(b)  . . .     27.33       (2.97)     
          12.29
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .  $289,954    $231,446   
          $268,533
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      1.59        1.38       
          1.33
                       Without expense
                       reimbursement(%) . . .      1.60        1.49       
          1.43
                    Ratio of net investment
                    loss to average daily
                    net assets(%) . . . . . .       .32(a)      .32(a)     
          .64(a)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        41          39         
          77(c)


















                                                             CLASS A
                                                 FOR THE YEAR ENDED
          DECEMBER 31,
                                                 1992        1991       
          1990












                    Net asset value,
                    beginning of period . . .   $ 16.91     $ 14.41     $
          15.57
                       Income (loss) from
                       investment operations:
                       Net investment
                       income . . . . . . . .       .17(a)      .27        
          .31
                       Net gain (loss) on
                       investment transactions
                       and put options (both
                       realized and
                       unrealized)  . . . . .       .70        4.12       
          (.90)

                         Total from invest-
                         ment operations  . .       .87        4.39       
          (.59)

                       Less distributions from:
                       Net investment income        .15         .27        
          .33
                       Net realized gain  . .      2.65        1.62        
          .23
                       Capital paid-in  . . .      --          --          
          .01

                         Total distributions       2.80        1.89        
          .57

                    Net asset value, end of
                    period  . . . . . . . . .   $ 14.98     $ 16.91     $
          14.41

                    Total return(%)(b)  . . .      5.21       30.76      
          (3.76)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .  $226,068    $231,706   
          $185,511
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      1.32        --         
          --
                       Without expense
                       reimbursement(%) . . .      1.40        1.29       
          1.29
                    Ratio of net investment
                    loss to average daily
                    net assets(%) . . . . . .       .98(a)     1.60       
          2.10
                    Portfolio turnover













                    rate(%) . . . . . . . . .       138          79         
          67






















                                                             CLASS A
                                                 FOR THE YEAR ENDED
          DECEMBER 31,
                                                 1989        1988       
          1987

                    Net asset value,
                    beginning of period . . .   $ 13.21     $ 12.09     $
          13.44
                       Income (loss) from
                       investment operations:
                       Net investment
                       income . . . . . . . .       .44         .40        
          .32
                       Net gain (loss) on
                       investment transactions
                       and put options (both
                       realized and
                       unrealized)  . . . . .      3.16        1.10       
          (.46)

                         Total from invest-
                         ment operations  . .      3.60        1.50       
          (.14)

                       Less distributions from:
                       Net investment income        .44         .38        
          .91
                       Net realized gain  . .       .80        --          
          .30












                       Capital paid-in  . . .      --          --         
          --  

                         Total distributions       1.24         .38       
          1.21

                    Net asset value, end of
                    period  . . . . . . . . .   $ 15.57     $ 13.21     $
          12.09

                    Total return(%)(b)  . . .     27.24       12.40      
          (1.87)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .  $197,789    $172,163   
          $173,159
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      --          --         
          --
                       Without expense
                       reimbursement(%) . . .      1.33        1.35       
          1.27
                    Ratio of net investment
                    loss to average daily
                    net assets(%) . . . . . .      2.7         2.8        
          2.4
                    Portfolio turnover
                    rate(%) . . . . . . . . .        86          84         
          74






















                                                 CLASS A












                                                 FOR THE YEAR
                                                 ENDED DEC. 31,
                                                 1986

                    Net asset value,
                    beginning of period . . .   $ 15.90
                       Income (loss) from
                       investment operations:
                       Net investment
                       income . . . . . . . .       .61
                       Net gain (loss) on
                       investment transactions
                       and put options (both
                       realized and
                       unrealized)  . . . . .      1.87

                         Total from invest-
                         ment operations  . .      2.48

                       Less distributions from:
                       Net investment income        .46
                       Net realized gain  . .      4.48
                       Capital paid-in  . . .      --  

                         Total distributions       4.94

                    Net asset value, end of
                    period  . . . . . . . . .   $ 13.44

                    Total return(%)(b)  . . .     17.30
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .  $158,133
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      --
                       Without expense
                       reimbursement(%) . . .      1.29
                    Ratio of net investment
                    loss to average daily
                    net assets(%) . . . . . .      4.5
                    Portfolio turnover
                    rate(%) . . . . . . . . .        95
































                                                             CLASS B
                                                                        
          FOR THE
                                                                        
          PERIOD
                                                                        
          FROM OCT.
                                                                        
          23, 1993
                                                                        
          (COMMENCE-
                                                 FOR THE YEAR           
          MENT)
                                                 ENDED DEC. 31,          TO
          DEC. 31,
                                                 1995        1994       
          1993

                    Net asset value,
                    beginning of period . . .   $ 13.91     $ 15.14     $
          16.42
                       Income (loss) from
                       investment operations:
                       Net investment
                       loss(c)  . . . . . . .      (.08)       (.04)     
          --
                       Net gain (loss) on
                       investment transactions
                       and put options (both
                       realized and
                       unrealized)  . . . . .      3.71        (.54)       
          .37

                         Total from invest-
                         ment operations  . .      3.63        (.58)       
          .37

                       Less distributions from:
                       Net investment income       --          --          
          .07
                       Net realized gain  . .       .73         .52       
          1.58
                       In excess of net













                       realized gain  . . . .       .06         .13       
          --  

                         Total distributions        .79         .65       
          1.65

                    Net asset value, end of
                    period  . . . . . . . . .   $ 16.75     $ 13.91     $
          15.14

                    Total return(%) . . . . .     26.13(b)    (3.90)(b)   
          2.34(d)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $ 2,669     $ 1,399     $   
          65
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      2.55        2.34       
          2.31(e)
                       Without expense
                       reimbursement(%) . . .      2.56        2.45       
          2.44(e)
                    Ratio of net investment
                    loss to average daily
                    net assets(%)(a)  . . . .      (.64)       (.64)      
          (.33)(e)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        41          39         
          77(c)

                    __________________













                    (a)  Net investment income (loss) is net of expense
          reimbursement
                         from IMI.
                    (b)  Total return does not reflect a sales charge.
                    (c)  The portfolio turnover rate excludes sales of
          portfolio
                         securities made following the February 1, 1993













                         reorganization between Ivy Growth Fund and
          American
                         Investors Growth Fund, Inc. to realign the Fund's
          portfolio
                         and reflects an adjustment to the monthly average
          of the
                         value of the portfolio securities owned by the
          Fund during
                         the year ended December 31, 1993.
                    (d)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.
                    (e)  Annualized.


                    *    When the Trust became a series investment company
          on 3/1/84,
                         its then existing investment portfolio was
          redesignated as
                         "Ivy Growth Fund."  Ivy Growth Fund has had the
          following
                         subadvisers:  Marsh and Cunningham Inc. ("Marsh
          and
                         Cunningham"), from 4/27/85 through 11/30/86;
          Furman Selz
                         Capital Management, Inc. ("FSCM"), from 4/1/84
          through
                         4/26/85; and Grantham, Mayo, Van Otterloo & Co.
          ("Grantham,
                         Mayo"), from 1/1/80 through 4/1/84.    






















































                       IVY GROWTH WITH INCOME FUND

                                                             CLASS A
                                                 FOR THE YEAR ENDED
          DECEMBER 31,
                                                 1995        1994       
          1993

                    Net asset value,
                    beginning of period . . .   $  9.08     $  9.70     $ 
          9.21

                       Income from investment
                       operations:
                       Net investment income
                       (loss) . . . . . . . .       .11         .17        
          .08
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .      2.13        (.36)      
          1.30

                         Total from invest-
                         ment operations  . .      2.24        (.19)      
          1.38

                       Less distributions from:
                       Net investment income        .08         .17        
          .06
                       In excess of net
                       investment income  . .        --         .01         
           --
                       Net realized gain  . .       .26         .25        
          .83













                         Total distributions        .34         .43        
          .89

                    Net asset value, end of
                    period  . . . . . . . . .   $ 10.98     $  9.08     $ 
          9.70

                    Total return(%)(e)  . . .     24.93       (2.03)     
          15.07
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $59,054      $26,017     
          $22,669
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . .      1.96        1.84       
          2.14
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . .      1.06        1.83        
          .88
                    Portfolio turnover
                    rate(%) . . . . . . . . .        81          36         
          85






















                                                             Class A
                                                 For the Year Ended
          December 31,
                                                 1992        1991       
          1990

                    Net asset value,













                    beginning of period . . .   $  9.74     $  7.79     $ 
          8.13
                       Income from investment
                       operations:
                       Net investment income
                       (loss) . . . . . . . .       .07         .09(a)     
          .16
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .       .18        2.72       
          (.18)

                         Total from invest-
                         ment operations  . .       .25        2.81       
          (.02)

                       Less distributions from:
                       Net investment income        .07         .09        
          .18
                       In excess of net
                       investment income  . .        --           --        
            --
                       Net realized gain  . .       .71         .77        
          .14

                         Total distributions        .78         .86        
          .32

                    Net asset value, end of
                    period  . . . . . . . . .   $  9.21     $  9.74     $ 
          7.79

                    Total return(%)(e)  . . .      2.61       36.33       
          (.18)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $19,045      $17,063      $
          9,989
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . .      1.94        1.50(b)    
          1.48
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . .       .73        1.10(a)    
          1.70
                    Portfolio turnover
                    rate(%) . . . . . . . . .       163          113        
            68




































                                                             CLASS A
                                                 FOR THE YEAR ENDED
          DECEMBER 31,
                                                 1989(d)     1988       
          1987

                    Net asset value,
                    beginning of period . . .   $ 10.32    $   9.05    $ 
          12.56
                       Income from investment
                       operations:
                       Net investment income
                       (loss) . . . . . . . .       .45         .55        
          .49
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .      1.42        1.44       
          (.28)

                         Total from invest-
                         ment operations  . .      1.87        1.99        
          .21

                       Less distributions from:
                       Net investment income       1.08         .55        
          .92
                       In excess of net
                       investment income  . .        --           --        
            --
                       Net realized gain  . .      2.98         .17       
          2.80














                         Total distributions       4.06         .72       
          3.72

                    Net asset value, end of
                    period  . . . . . . . . .   $  8.13    $  10.32    $  
          9.05

                    Total return(%)(e)  . . .     18.06       21.96        
          .78
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $21,258     $109,507    
          $100,080
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . .      1.36        1.26       
          1.22
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . .      4.0         4.8        
          3.0
                    Portfolio turnover
                    rate(%) . . . . . . . . .        73           58        
            69

























                                                 CLASS A
                                                 FOR THE YEAR
                                                 ENDED DEC. 31,
                                                 1986













                    Net asset value,
                    beginning of period          $14.63
                       Income from investment
                       operations:
                       Net investment income
                       (loss)                       .45
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)                 2.17

                         Total from invest-
                         ment operations           2.62

                       Less distributions from:
                       Net investment income        .62
                       In excess of net
                       investment income           --
                       Net realized gain           4.07

                         Total distributions       4.69

                    Net asset value, end of
                    period                     $  12.56

                    Total return(%)(e)            19.09
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)             $138,026
                    Ratio of expenses to
                    average daily net
                    assets(%)                      1.22
                    Ratio of net investment
                    income to average daily
                    net assets                     3.6
                    Portfolio turnover
                    rate(%)                         104

                    *  These figures are adjusted to reflect a ten-for-one
          stock
                       split on June 30, 1989.  Grantham, Mayo was
          subadviser to Ivy
                       Growth with Income Fund from 4/1/84 through 6/30/89. 
          Ivy
                       Growth with Income Fund was formerly known as "Ivy
                       Institutional Investors Fund".





























                                                             CLASS B
                                                                        
          FOR THE
                                                                        
          PERIOD
                                                                        
          FROM OCT.
                                                 FOR THE     FOR THE    
          23, 1993
                                                 YEAR        YEAR       
          (COMMENCE-
                                                 ENDED       ENDED      
          MENT)
                                                 DEC. 31,    DEC. 31,    TO
          DEC. 31
                                                 1995        1994       
          1993

                    Net asset value,
                    beginning of period . . .   $  9.08    $   9.70    $ 
          10.43
                       Income (loss) from
                       investment operations:
                       Net investment income        .03         .09         
           --
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .      2.13        (.36)       
          .05

                         Total from invest-
                         ment operations  . .      2.16        (.27)       
          .05

                       Less distributions from:
                       Net investment income        .01         .09        
          .01
                       In excess of net
                       investment income  . .        --         .01         
           --
                       Net realized gain  . .       .25         .25        
          .77














                         Total distributions        .26         .35        
          .78

                    Net asset value, end of
                    period  . . . . . . . . .   $ 10.98    $   9.08    $  
          9.70

                    Total return(%) . . . . .     23.94(e)    (2.88)(e)    
          .61(f)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $ 8,868     $ 5,849       $
          888
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . .      2.75        2.70       
          3.09(c)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .       .27         .97       
          (.07)(c)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        81          36         
          85
                    ___________________

                    (a)  Net investment income is net of expenses
          reimbursed by IMI.
                    (b)  The ratio of expenses to average daily net assets
          is net of
                         the expense reimbursement from the Manager.  If
          the Manager
                         had not reimbursed expenses during the year ended
                         December 31, 1991, the ratio of expenses to
          average daily
                         net assets would have been 1.61%.












                    (c)  Annualized.
                    (d)  Computed using average monthly shares.
                    (e)  Total return does not reflect a sales charge.
                    (f)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.    



















































































                    INVESTMENT OBJECTIVES AND POLICIES

                         Each Fund has its own investment objective and
          policies,
                    which are described below.  Each Fund's investment
          objective is
                    fundamental and may not be changed without the approval
          of a
                    majority of the outstanding voting shares of the Fund.
          Except for
                    a Fund's investment objective and those investment
          restrictions
                    specifically identified as fundamental, all investment
          policies
                    and practices described in this Prospectus and in the
          SAI are
                    non-fundamental, and may be changed by the Trustees
          without
                    shareholder approval. There can be no assurance that a
          Fund's
                    objective will be met. The different types of
          securities and
                    investment techniques used by the Funds involve varying
          degrees
                    of risk. For information about the particular risks
          associated
                    with each type of investment, see "Risk Factors and
          Investment
                    Techniques," below, and the SAI.    

                         Whenever an investment objective, policy or
          restriction of a
                    Fund described in this Prospectus or in the SAI states
          a maximum
                    percentage of assets that may be invested in a security
          or other
                    asset or describes a policy regarding quality
          standards, that
                    percentage limitation or standard will, unless
          otherwise
                    indicated, apply to the Fund only at the time a
          transaction takes
                    place.  Thus, for example, if a percentage limitation
          is adhered
                    to at the time of investment, a later increase or
          decrease in the
                    percentage that results from circumstances not
          involving any
                    affirmative action by the Fund will not be considered a












                    violation.    

                         IVY BOND FUND:  Ivy Bond Fund seeks a high level
          of current
                    income by investing primarily in (i) investment grade
          corporate
                    bonds (i.e., those rated Aaa, Aa, A or Baa by Moody's
          Investors
                    Services, Inc. ("Moody's") or AAA, AA, A or BBB by
          Standard &
                    Poor's Corporation ("S&P"), or, if unrated, are
          considered by IMI
                    to be of comparable quality) and (ii) U.S. Government
          securities
                    (including mortgage-backed securities issued by U.S.
          Government
                    agencies or instrumentalities) that mature in more than
          13
                    months. As a fundamental policy, the Fund normally
          invests at
                    least 65% of its total assets in these fixed income
          securities.
                    For temporary defensive purposes, the Fund may invest
          without
                    limit in U.S. Government securities maturing in 13
          months or
                    less, certificates of deposit, bankers' acceptances,
          commercial
                    paper and repurchase agreements. The Fund may also
          invest up to
                    35% of its total assets in such securities in order to
          meet
                    redemptions or to maximize income to the Fund when it
          is
                    anticipating longer-term investments.     

                         The Fund may invest less than 35% of its net
          assets in debt
                    securities rated Ba or below by Moody's or BB or below
          by S&P,
                    or, if unrated, are considered by IMI to be of
          comparable quality
                    (commonly referred to as "high yield" or "junk" bonds).
          The Fund
                    will not invest in debt securities rated less than C by
          either
                    Moody's or S&P.  During the six months ended December
          31, 1995,
                    based upon the dollar-weighted average ratings of the
          Fund's























                    portfolio holdings at the end of each month during that
          period,
                    the Fund had the following percentages of its net
          assets invested
                    in debt securities rated in the categories indicated
          (all ratings
                    are by either S&P or Moody's, whichever rating is
          higher): _____%
                    in securities rated AAA/Aaa; _____% in securities rated
          AA/Aa;
                    _____% in securities rated A/A; _____% in securities
          rated
                    BBB/Baa; _____% in securities rated BB/Ba; _____% in
          securities
                    rated B/B; _____% in securities rated CCC/Caa; and
          _____% in
                    securities that were unrated. The asset composition of
          the Fund
                    subsequent to the period indicated may or may not
          approximate
                    these figures. See Appendix A in the SAI for a
          description of
                    Moody's and S&P's corporate bond ratings.    

                         The Fund may invest up to 5% of its assets in
          dividend
                    paying common and preferred stocks (including
          adjustable rate
                    preferred stocks and securities convertible into common
          stocks),
                    municipal bonds, investment-grade zero coupon bonds,
          and
                    securities sold on a "when-issued" or firm commitment
          basis. The
                    Fund may also lend its portfolio securities to increase
          current
                    income (so long as the aggregate value of all
          outstanding
                    securities loaned does not exceed 30% of the value of
          the Fund's
                    total assets), and, as a temporary measure for
          extraordinary or
                    emergency purposes, may borrow from banks (up to 10% of
          the value
                    of its total assets).     














                         The Fund may invest up to 20% of its net assets in
          debt
                    securities of foreign issuers, including non-U.S.
          dollar-
                    denominated debt securities, American Depository
          Receipts
                    ("ADRs"), Eurodollar securities and debt securities
          issued,
                    assumed or guaranteed by foreign governments or
          political
                    subdivisions or instrumentalities thereof. The Fund may
          also
                    enter into forward foreign currency contracts, but not
          for
                    speculative purposes. The Fund may not invest more than
          10% of
                    the value of its net assets in illiquid securities,
          such as
                    securities subject to legal or contractual restrictions
          on resale
                    ("restricted securities"), repurchase agreements
          maturing in more
                    than seven days and other securities that are not
          readily
                    marketable, and in any case may not invest more than 5%
          of its
                    net assets in restricted securities.    

                         The Fund may purchase put and call options,
          provided the
                    premium paid for such options does not exceed 10% of
          the Fund's
                    net assets. The Fund may also sell covered put options
          with
                    respect to up to 50%  of the value of its net assets,
          and my
                    write covered call options so long as not more than 20%
          of the
                    Fund's net assets is subject to being purchased upon
          the exercise
                    of the calls. For hedging purposes only, the Fund may
          engage in
                    transactions in interest rate futures contracts,
          currency futures
                    contracts and options on interest rate futures and
          currency
                    futures contracts.    

                         IVY EMERGING GROWTH FUND, IVY GROWTH FUND AND IVY
          GROWTH
                    WITH INCOME FUND:  Each Fund's principal investment
          objective is
                    long-term capital growth primarily through investment
          in equity























                    securities, with current income being a secondary
          consideration. 
                    Ivy Growth with Income Fund has tended to emphasize
          dividend-
                    paying stocks more than the other two Funds. Under
          normal
                    conditions, each Fund invests at least 65% of its total
          assets in
                    common stocks and securities convertible into common
          stocks.  Ivy
                    Growth Fund and Ivy Growth with Income Fund invest
          primarily in
                    common stocks of domestic corporations with low
          price-earnings
                    ratios and rising earnings, focusing on established,
          financially
                    secure firms with capitalizations over $100 million and
          more than
                    three years of operating history.  Ivy Emerging Growth
          Fund
                    invests primarily in common stocks (or securities with
          similar
                    characteristics) of small and medium-sized companies,
          both
                    foreign and domestic, that are in the early stages of
          their life
                    cycle and that IMI believes have the potential to
          become major
                    enterprises.  All of the Funds may invest up to 25% of
          their
                    assets in foreign securities, primarily those traded in
          European,
                    Pacific Basin and Latin American markets. Individual
          foreign
                    securities are selected based on value indicators, such
          as a low
                    price-earnings ratio, and are reviewed for fundamental
          financial
                    strength.    

                         When circumstances warrant, each Fund may invest
          without













                    limit in investment-grade debt securities (e.g., U.S.
          Government
                    securities or other debt securities rated at least Baa
          by Moody's
                    or BBB by S&P, or, if unrated, are considered by IMI to
          be of
                    comparable quality), preferred stocks, or cash or cash
                    equivalents such as bank obligations (including
          certificates of
                    deposit and bankers' acceptances), commercial paper,
          short-term
                    notes and repurchase agreements.     

                         Ivy Growth with Income Fund may invest less than
          35% of its
                    net assets in debt securities rated rated Ba or below
          by Moody's
                    or BB or below by S&P, or if unrated, are considered by
          IMI to be
                    of comparable quality (commonly referred to as "high
          yield" or
                    "junk" bonds). Ivy Growth Fund may invest up to 5% of
          its net
                    assets in these low-rated debt securities. Neither Fund
          will
                    invest in debt securities rated less than C by either
          Moody's or
                    S&P.    

                         Each Fund may borrow up to 10% of the value of its
          total
                    assets, but only for up to 60 days and where it would
          be
                    advantageous to do so from an investment standpoint.
          All of the
                    Funds may invest up to 5% of their assets in warrants.
          Ivy Growth
                    with Income Fund may not invest more than 10% of the
          value of its
                    net assets in illiquid securities, such as securities
          subject to
                    legal or contractual restrictions on resale
          ("restricted
                    securities"), repurchase agreements maturing in more
          than seven
                    days and other securities that are not readily
          marketable.  None
                    of the Funds may invest more than 5% of their net
          assets in
                    restricted securities. Ivy Growth with Income Fund may
          also
                    invest in equity real estate investment trusts, and all
          of the













                    Funds may enter into forward foreign currency
          contracts.    

                         Each of the Funds may purchase put options on
          securities and












                    stock indices, and may write covered call options with
          respect to
                    25% of the value of securities held in its portfolio. 
          For
                    hedging purposes only, each Fund may enter into stock
          index
                    futures contracts as a means of regulating its exposure
          to equity
                    markets.  A Fund's aggregate investment in stock index
          futures
                    contracts will not exceed 15% of its total assets.    

                    RISK FACTORS AND INVESTMENT TECHNIQUES

                         BANK OBLIGATIONS:  The bank obligations in which
          the Funds
                    may invest include certificates of deposit, bankers'
          acceptances,
                    and other short-term debt obligations. Investments in
                    certificates of deposit and bankers' acceptances are
          limited to
                    obligations of (i) banks having total assets in excess
          of $1
                    billion, and (ii) other banks if the principal amount
          of the
                    obligation is fully insured by the Federal Deposit
          Insurance
                    Corporation ("FDIC"). Investments in certificates of
          deposit of
                    savings associations are limited to obligations of
          Federal or
                    state-chartered institutions whose total assets exceed
          $1 billion
                    and whose deposits are insured by the FDIC.    

                         BORROWING: Borrowing may exaggerate the effect on
          a Fund's












                    net asset value of any increase or decrease in the
          value of the
                    Fund's portfolio securities. Money borrowed will be
          subject to
                    interest costs (which may include commitment fees
          and/or the cost
                    of maintaining minimum average balances).    

                         COMMERCIAL PAPER:  Commercial paper represents
          short-term
                    unsecured promissory notes issued in bearer form by
          bank holding
                    companies, corporations, and finance companies.  Each
          Fund's
                    investments in commercial paper are limited to
          obligations rated
                    Prime-1 by companies having an outstanding debt issue
          currently
                    rated Aaa or Aa by Moody's or AAA or AA by S&P.    

                         CONVERTIBLE SECURITIES: The convertible securities
          in which
                    the Funds may invest include corporate bonds, notes,
          debentures
                    and other securities convertible into common stocks.
          Because
                    convertible securities can be converted into equity
          securities,
                    their values will normally vary in some proportion with
          those of
                    the underlying equity securities. Convertible
          securities usually
                    provide a higher yield than the underlying equity,
          however, so
                    that the price decline of a convertible security may
          sometimes be
                    less substantial than that of the underlying equity
          security.    

                         DEBT SECURITIES, IN GENERAL:  Investment in debt
          securities,
                    including municipal securities, involves both interest
          rate and
                    credit risk. Generally, the value of debt instruments
          rises and
                    falls inversely with interest rates. As interest rates
          decline,
                    the value of debt securities generally increases.
          Conversely,
                    rising interest rates tend to cause the value of debt
          securities
                    to decrease. Bonds with longer maturities generally are
          more













                    volatile than bonds with shorter maturities. The market
          value of
                    debt securities also varies according to the relative
          financial
                    condition of the issuer. In general, lower-quality
          bonds offer












                    higher yields due to the increased risk that the issuer
          will be
                    unable to meet its obligations on interest or principal
          payments
                    at the time called for by the debt instrument.    

                              U.S. GOVERNMENT SECURITIES:  U.S. Government
          securities
                    are obligations of, or guaranteed by, the U.S.
          Government, its
                    agencies or instrumentalities. Such securities include:
          (1)
                    direct obligations of the U.S. Treasury (such as
          Treasury bills,
                    notes, and bonds) and (2) Federal agency obligations
          guaranteed
                    as to principal and interest by the U.S. Treasury (such
          as GNMA
                    certificates, which are mortgage-backed securities).
          When such
                    securities are held to maturity, the payment of
          principal and
                    interest is unconditionally guaranteed by the U.S.
          Government,
                    and thus they are of the highest possible credit
          quality. U.S.
                    Government securities that are not held to maturity are
          subject
                    to variations in market value caused by fluctuations in
          interest
                    rates.    

                         Mortgage-backed securities are securities
          representing part
                    ownership of a pool of mortgage loans. Although the
          mortgage












                    loans in the pool will have maturities of up to 30
          years, the
                    actual average life of the loans typically will be
          substantially
                    less because the mortgages will be subject to principal
                    amortization and may be prepaid prior to maturity. In
          periods of
                    falling interest rates, the rate of prepayment tends to
          increase,
                    thereby shortening the actual average life of the
          security.
                    Conversely, rising interest rates tend to decrease the
          rate of
                    prepayment, thereby lengthening the security's actual
          average
                    life. Since it is not possible to predict accurately
          the average
                    life of a particular pool, and because prepayments are
          reinvested
                    at current rates, the market value of mortgage-backed
          securities
                    may decline during periods of declining interest
          rates.    

                              INVESTMENT GRADE DEBT SECURITIES:  Bonds
          rated Aaa by
                    Moody's and AAA by S&P are judged to be of the best
          quality
                    (i.e., capacity to pay interest and repay principal is
          extremely
                    strong).  Bonds rated Aa/AA are considered to be of
          high quality
                    (i.e., capacity to pay interest and repay interest is
          very strong
                    and differs from the highest rated issues only to a
          small
                    degree).  Bonds rated A are viewed as having many
          favorable
                    investment attributes, but elements may be present that
          suggest a
                    susceptibility to the adverse effects of changes in
          circumstances
                    and economic conditions than debt in higher rated
          categories. 
                    Bonds rated Baa/BBB (considered by Moody's to be
          "medium grade"
                    obligations) are considered to have an adequate
          capacity to pay
                    interest and repay principal, but certain protective
          elements may
                    be lacking (i.e., such bonds lack outstanding
          investment
                    characteristics and have some speculative
          characteristics).    












                              LOW-RATED DEBT SECURITIES:  Securities rated
          lower than
                    Baa by Moody's or BBB by S&P, and comparable unrated
          securities
                    (commonly referred to as "high yield" or "junk" bonds),
          are
                    considered to have predominately speculative
          characteristics with
                    respect to the issuer's capacity to pay interest and
          repay












                    principal. Investors (other than investors in Ivy
          Emerging Growth
                    Fund) should be willing to accept the special risks
          associated
                    with these securities.     

                         While high yield debt securities are likely to
          have some
                    quality and protective characteristics, these qualities
          are
                    largely outweighed by the risk of exposure to adverse
          conditions
                    and other uncertainties. Accordingly, investments in
          such
                    securities, while generally providing for greater
          income and
                    potential opportunity for gain than investments in
          higher-rated
                    securities, also entail greater risk (including the
          possibility
                    of default or bankruptcy of the issuer of such
          securities) and
                    generally involve greater price volatility than
          securities in
                    higher rating categories. IMI seeks to reduce risk
          through
                    diversification (including investments in foreign
          securities),
                    credit analysis and attention to current developments
          and trends
                    in both the economy and financial markets. Should the
          rating of a












                    portfolio security be downgraded, IMI will determine
          whether it
                    is in the affected Fund's best interest to retain or
          dispose of
                    the security (unless the security is downgraded below
          the rating
                    of C, in which case IMI most likely would dispose of
          the security
                    based on then existing market conditions). For
          additional
                    information regarding the risks associated with
          investing in high
                    yield bonds, see the SAI (and, in particular, Appendix
          A, which
                    contains a more complete description of the ratings
          assigned by
                    Moody's and S&P).    

                         FOREIGN CURRENCY EXCHANGE TRANSACTIONS:  The Funds
          usually
                    effect their currency exchange transactions on a spot
          (i.e.,
                    cash) basis at the spot rate prevailing in the foreign
          exchange
                    market.  However, some price spread on currency
          exchange (e.g.,
                    to cover service charges) is usually incurred when a
          Fund
                    converts assets from one currency to another.  A Fund
          may also be
                    affected unfavorably by the relative rates of exchange
          between
                    the currencies of different nations.    

                         FOREIGN SECURITIES:  The foreign securities in
          which the
                    Funds may invest include non-U.S. dollar-denominated
          corporate
                    debt securities, Eurodollar securities, sponsored or
          unsponsored
                    ADRs and debt securities issued, assumed or guaranteed
          by foreign
                    governments (or political subdivisions or
          instrumentalities
                    thereof). Investors should consider carefully the
          special risks
                    that arise in connection with investing in securities
          issued by
                    companies and governments of foreign nations, which are
          in
                    addition to those risks that are associated with the
          Funds'
                    investments, generally.    













                         In many foreign countries, there is less
          regulation of
                    business and industry practices, stock exchanges,
          brokers and
                    listed companies than in the United States. For
          example, foreign
                    companies are not generally subject to uniform
          accounting and
                    financial reporting standards, and  foreign securities
                    transactions may be subject to higher brokerage costs.
          There also
                    tends to be less publicly available information about
          issuers in












                    foreign countries, and foreign securities markets of
          many of the
                    countries in which the Funds may invest may be smaller,
          less
                    liquid and subject to greater price volatility than
          those in the
                    United States. Securities issued in emerging market
          countries,
                    such as Latin America and certain eastern European
          countries, may
                    be even less liquid and more volatile than securities
          of issuers
                    operating in more developed economies (e.g., countries
          in other
                    parts of Europe).  Generally, price fluctuations in the
          Funds'
                    foreign security holdings are likely to be high
          relative to those
                    of securities issued in the United States.    

                         Other risks include the possibility of
          expropriation,
                    nationalization or confiscatory taxes, foreign exchange
          controls
                    (which may include suspension of the ability to
          transfer currency
                    from a given country), default in foreign government
          securities,













                    difficulties in enforcing foreign judgments, political
          or social
                    instability, or other developments that could adversely
          affect
                    the Funds' foreign investments. Investors should also
          be aware
                    that many emerging markets countries have experienced
          and
                    continue to experience high rates of inflation, which
          can create
                    a negative interest rate environment and erode the
          value of
                    outstanding financial assets in those countries.    

                         FORWARD FOREIGN CURRENCY CONTRACTS:  A forward
          foreign
                    currency contract involves an obligation to purchase or
          sell a
                    specific currency at a future date at a predetermined
          price. 
                    When a Fund enters into a forward foreign currency
          contract, it
                    will hold cash, debt instruments or equity securities
          in a
                    segregated account with its custodian in an amount
          equal (on a
                    marked-to-market basis) to the amount of the
          commitments under
                    the contract. Although these contracts are intended to
          minimize
                    the risk of loss due to a decline in the value of the
          hedged
                    currencies, they also tend to limit any potential gain
          that might
                    result should the value of the currencies increase.  In
          addition,
                    there may be an imperfect correlation between a Fund's
          portfolio
                    holdings of securities denominated in a particular
          currency and
                    forward contracts entered into by the Fund, which may
          prevent the
                    Fund from achieving the intended hedge or expose the
          Fund to the
                    risk of currency exchange loss.    

                         LENDING OF PORTFOLIO SECURITIES:  Loans of
          securities by a
                    Fund are collateralized by cash, letters of credit or
          securities
                    issued or guaranteed by the U.S. Government or its
          agencies or
                    instrumentalities. There may be risks of delay in
          receiving












                    additional collateral, or risks of delay in recovery of
          the
                    securities or even loss of rights in the collateral,
          should the
                    borrower of the securities fail financially.    

                         OPTIONS AND FUTURES TRANSACTIONS:  The Funds may
          use various
                    techniques to increase or decrease their exposure to
          changing
                    security prices, interest rates, currency exchange
          rates,
                    commodity prices, or other factors that affect the
          value of their
                    securities.  These techniques may involve derivative
          transactions
                    such as purchasing put and call options, selling call
          options,












                    and engaging in transactions in currency rate futures,
          stock
                    index futures and related options.    

                         Each Fund may invest in options on securities in
          accordance
                    with its stated investment objective and policies (see
          above). A
                    put option is a short-term contract that gives the
          purchaser of
                    the option, in return for a premium, the right to sell
          the
                    underlying security or currency to the seller of the
          option at a
                    specified price during the term of the option. A call
          option is a
                    short-term contract that gives the purchaser the right
          to buy the
                    underlying security or currency from the seller of the
          option at
                    a specified price during the term of the option. An
          option on a
                    stock index gives the purchaser the right to receive
          from the












                    seller cash equal to the difference between the closing
          price of
                    the index and the exercise price of the option. When a
          Fund
                    writes a put or call option, it will segregate assets,
          such as
                    cash, U.S. Government securities or other high grade
          debt
                    securities, or "cover" its position in accordance with
          the
                    Investment Company Act of 1940, as amended (the "1940
          Act").    

                         Each Fund may also enter into futures transactions
          in
                    accordance with its stated investment objective and
          policies. An
                    interest rate futures contract is an agreement between
          two
                    parties to buy or sell a specified debt security at a
          set price
                    on a future date. A stock index futures contract is an
          agreement
                    to take or make delivery of an amount of cash based on
          the
                    difference between the value of the index at the
          beginning and at
                    the end of the contract period. When a Fund enters into
          a futures
                    contract, it will make any necessary "margin" deposits
          and
                    segregate assets, such as cash, U.S. Government
          securities or
                    other liquid high-grade debt obligations, to "cover"
          its position
                    in accordance with the 1940 Act.    

                          Investors should be aware that the risks
          associated with
                    the use of options and futures are considerable.
          Options and
                    futures transactions generally involve a small
          investment of cash
                    relative to the magnitude of the risk assumed, and
          therefore
                    could result in a significant loss to a Fund if IMI
          judges market
                    conditions incorrectly or employs a strategy that does
          not
                    correlate well with the Fund's investments. A Fund may
          also
                    experience a significant loss if it is unable to close
          a













                    particular position due to the lack of a liquid
          secondary market.
                    For further information regarding the use of options
          and futures
                    transactions and any associated risks, see the SAI.    

                         REAL ESTATE INVESTMENT TRUSTS:  Ivy Growth with
          Income Fund
                    may invest in equity real estate investment trusts
          ("REITs"). 
                    Equity REITS are dependent upon management skill, may
          not be
                    diversified and are subject to the risks of financing
          projects. 
                    Equity REITS are also subject to heavy cash flow
          dependency,
                    defaults by borrowers, self-liquidation and the
          possibility of
                    failing to qualify for tax-free pass-through of income
          under the
                    Internal Revenue Code of 1986, as amended (the "Code")
          and to
                    maintain exemption under the 1940 Act. By investing in
          REITs












                    indirectly through the Fund, a shareholder will bear
          not only his
                    or her proportionate share of the expenses of the Fund,
          but also,
                    indirectly, similar expenses of the REITs.    

                         REPURCHASE AGREEMENTS:  Repurchase agreements are
          agreements
                    under which a Fund buys a money market instrument and
          obtains a
                    simultaneous commitment from the seller to repurchase
          the
                    instrument at a specified time and agreed-upon yield.
          Each Fund
                    may enter into repurchase agreements with banks or
          broker-dealers
                    deemed to be creditworthy by IMI under guidelines
          approved by the












                    Board of Trustees. A Fund could experience a delay in
          obtaining
                    direct ownership of the underlying collateral, and
          might incur a
                    loss if the value of the security should decline.    

                         RESTRICTED AND ILLIQUID SECURITIES:  There may be
          a lapse of
                    time between a Fund's decision to sell a restricted or
          illiquid
                    security and the point at which the Fund is permitted
          or able to
                    sell the security. If adverse market conditions were to
          develop
                    during that period, the Fund might obtain a price less
          favorable
                    than the price that prevailed when it decided to sell.
          In
                    addition, issuers of restricted and other illiquid
          securities may
                    not be subject to the disclosure and other investor
          protection
                    requirements that would apply if their securities were
          publicly
                    traded.    

                         SMALL COMPANIES:  Investing in smaller company
          stocks
                    involves certain special considerations and risks that
          are not
                    usually associated with investing in larger, more
          established
                    companies.  For example, the securities of smaller
          companies may
                    be subject to more abrupt or erratic market movements,
          because
                    they tend to be thinly traded and are subject to a
          greater degree
                    to changes in the issuer's earnings and prospects. 
          Transaction
                    costs in smaller company stocks also may be higher than
          those of
                    larger companies.    

                         "WHEN-ISSUED" SECURITIES AND FIRM COMMITMENTS: 
          Purchasing
                    securities on a "when-issued" basis involves a risk of
          loss if
                    the value of the security to be purchased declines
          prior to the
                    settlement date.    

                         ZERO COUPON BONDS:  Zero coupon bonds are debt
          obligations












                    issued without any requirement for the periodic payment
          of
                    interest, and are issued at a significant discount from
          face
                    value. Since the interest on such bonds is, in effect,
                    compounded, they are subject to greater market value
          fluctuations
                    in response to changing interest rates than debt
          securities that
                    distribute income regularly.  In addition, for Federal
          income tax
                    purposes, a Fund generally recognizes and is required
          to
                    distribute income generated by zero coupon bonds
          currently in the
                    amount of the unpaid accrued interest, even though the
          actual
                    income will not yet have been received by the Fund.    















                    ORGANIZATION AND MANAGEMENT OF THE FUNDS

                         Each Fund is organized as a separate, diversified
          portfolio
                    of the Trust, an open-end management investment company
          organized
                    as a Massachusetts business trust on December 21, 1983.
          The
                    business and affairs of each Fund are managed under the
          direction
                    of the Trustees. Information about the Trustees, as
          well as the
                    Trust's executive officers, may be found in the SAI.
          The Trust
                    has an unlimited number of authorized shares of
          beneficial
                    interest, and currently has 13 series of shares. Each
          of the
                    Funds has three classes of shares designated as Class
          A, Class B













                    and Class C, respectively. Ivy Bond Fund has a fourth
          class of
                    shares designated as Class I. Shares of each Fund
          entitle their
                    holders to one vote per share (with proportionate
          voting for
                    fractional shares). The shares of each class represent
          an
                    interest in the same portfolio of Fund investments.
          Each class of
                    shares has a different Rule 12b-1 distribution policy
          and bears
                    different distribution fees. In addition, Class I
          shares of Ivy
                    Bond Fund bear lower administrative services and
          transfer agency
                    fees than the Fund's Class A, Class B and Class C.
          Shares of each
                    class have equal rights as to voting, redemption,
          dividends and
                    liquidation but have exclusive voting rights with
          respect to
                    their Rule 12b-1 distribution plans.    

                         The Trust employs IMI to provide business
          management and
                    investment advisory services, Mackenzie Investment
          Management
                    Inc. ("MIMI") to provide administrative and accounting
          services,
                    Mackenzie Ivy Funds Distribution, Inc. ("MIFDI") to
          distribute
                    the Funds' shares and Mackenzie Ivy Investor Services
          Corp.
                    ("MIISC") to provide transfer agent and
          shareholder-related
                    services for the Funds. IMI, MIFDI and MIISC are
          wholly-owned
                    subsidiaries of MIMI. Until December 31, 1994, MIMI
          served as
                    investment adviser to Ivy Bond Fund.  As of
          __________________,
                    1996, IMI and MIMI had approximately $____ million and
          $____
                    million, respectively, in assets under management. 
          MIMI is a
                    subsidiary of Mackenzie Financial Corporation ("MFC"),
          which has
                    been an investment counsel and mutual fund manager in
          Toronto,
                    Ontario, Canada for more than 25 years.    

                    INVESTMENT MANAGER













                         In exchange for IMI's business management and
          investment
                    advisory services, each Fund pays IMI a monthly fee
          based on the
                    Fund's average daily net assets during the preceding
          month.  Ivy
                    Bond Fund pays a fee that is equal, on an annual basis,
          to 0.75%
                    of the first $500 million in average daily net assets,
          reduced to
                    0.60% on the next $500 million and 0.40% on average
          daily net
                    assets over $1 billion. For the fiscal year ended
          December 31,
                    1995, Ivy Bond Fund paid IMI an investment management
          fee of
                    ____% of the Fund's average daily net assets. Ivy
          Emerging Growth
                    Fund, Ivy Growth Fund and Ivy Growth with Income Fund
          each pay a
                    fee that is equal, on an annual basis, to 0.85% of its
          average
                    daily net assets. The fees paid by the Funds are higher
          than the
                    average fees paid by other funds with similar
          investment












                    objectives.    

                         IMI pays all expenses that it incurs in rendering
          management
                    services to the Funds. Each Fund bears its own
          operational costs.
                    General expenses of the Trust that are not readily
          identifiable
                    as belonging to a particular series of the Trust (or a
          particular
                    class thereof) are allocated among and charged to each
          series
                    based on its relative net asset size. Expenses that are
                    attributable to a particular Fund (or class thereof)
          will be













                    borne by that Fund (or class) directly. The fees
          payable to IMI
                    are subject to any reimbursement or fee waiver to which
          IMI may
                    agree (and to any applicable state regulations that may
          require
                    IMI to reimburse a Fund if its aggregate operating
          expenses
                    exceed certain limitations).     

                         The ratio of operating expenses (after expense
                    reimbursements) to average daily net assets for Class A
          and Class
                    B shares of the Funds for the fiscal year ended
          December 31, 1995
                    were ____% and ____%, respectively, for Ivy Bond Fund;
          ____% and
                    ____%, respectively, for Ivy Emerging Growth Fund;
          ____% and
                    ____%, respectively, for Ivy Growth Fund; and ____% and
          ____%,
                    respectively, for Ivy Growth with Income Fund. (No
          expense data
                    is available for the same period for Class C shares,
          since the
                    inception date for Class C shares is April 30,
          1996.)    

                         PORTFOLIO MANAGEMENT:  The following individuals
          have
                    responsibilities for management of the Funds: James W.
          Broadfoot,
                    an Executive Vice President of IMI and MIMI, has been a
          portfolio
                    manager for Ivy Growth Fund and Ivy Growth with Income
          Fund since
                    1992, and Ivy Emerging Growth Fund since the Fund's
          inception in
                    1993.  Prior to joining MIMI in 1990 and IMI in 1992,
          Mr.
                    Broadfoot owned an investment counsel firm specializing
          in small
                    capitalization companies.  Mr. Broadfoot has 24 years
          of
                    professional investment experience.  Leslie A. Ferris,
          a Senior
                    Vice President of MIMI and IMI and Managing Director -
          Fixed
                    Income, has been portfolio manager for Ivy Growth Fund
          since 1992
                    and Ivy Bond Fund since 1993.  Ms. Ferris joined MIMI
          in 1988 and
                    IMI in 1992 and has 13 years of professional investment













                    experience.  She is a Chartered Financial Analyst and
          holds an
                    MBA degree from the University of Chicago. Prior to
          joining MIMI,
                    she was a portfolio manager at Kemper Financial
          Services Inc.
                    from 1982 to 1988.  Barbara Trebbi (Ivy Growth Fund,
          Ivy Growth
                    with Income Fund), a Senior Vice President of MIMI and
          IMI,
                    joined MIMI in 1988 and IMI in 1992 and has 7 years of
                    professional investment experience.  Michael R. Peers,
          the
                    Chairman and a Trustee of the Trust, has been a
          portfolio manager
                    for Ivy Growth Fund since 1974 and Ivy Growth with
          Income Fund
                    since 1984.  Mr. Peers joined IMI in 1983 and has 26
          years of
                    professional investment experience.  Michael G. Landry,
          the
                    President and a Director of IMI and MIMI and the
          President and a
                    Trustee of the Trust, is the investment strategist for
          Ivy
                    Emerging Growth Fund, Ivy Growth Fund and Ivy Growth
          with Income
                    Fund.  Mr. Landry joined MIMI in 1987 and IMI in 1992
          and has
                    over 20 years of professional investment
          experience.    













                    FUND ADMINISTRATION AND ACCOUNTING

                         MIMI provides various administrative services for
          the Funds,
                    such as maintaining the registration of Fund shares
          under state
                    "Blue Sky" laws, and assisting with the preparation of
          Federal,
                    state and local income tax returns and financial
          statements and












                    periodic reports to shareholders. MIMI also assists the
          Trust's
                    legal counsel with the filing of registration
          statements, proxies
                    and other required filings under Federal and state law. 
          Under
                    this arrangement, the net assets attributable to each
          Fund's
                    Class A, Class B and Class C shares are subject to a
          monthly fee
                    at the annual rate of 0.10%.  The net assets
          attributable to Ivy
                    Bond Fund's Class I shares are subject to a monthly fee
          at the
                    annual rate of 0.01%.    

                         MIMI also provides certain accounting and pricing
          services
                    for the Funds. For these services, each Fund pays MIMI
          out-of-
                    pocket expenses as incurred and a monthly fee based
          upon the
                    Fund's net assets at the end of the preceding month at
          the
                    following rates: Ivy Bond Fund -- $1,000 when net
          assets are $20
                    million and under, $1,500 when net assets are over $20
          million to
                    $75 million, $4,000 when net assets are over $75
          million to $100
                    million, and $6,000 when net assets are over $100
          million; and
                    Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy
          Growth with
                    Income Fund -- $1,250 when net assets are $10 million
          and under,
                    $2,500 when net assets are over $10 million to $40
          million,
                    $5,000 when net assets are over $40 million to $75
          million, and
                    $6,500 when net assets are over $75 million.    

                    TRANSFER AGENT

                         MIISC provides transfer agent, dividend-paying
          agent, and
                    certain shareholder-related services for the Funds.
          Certain
                    broker-dealers that maintain shareholder accounts with
          the Funds
                    through an omnibus account provide transfer agent and
          other
                    shareholder-related services that would otherwise be
          provided by












                    MIISC if the individual accounts that comprise the
          omnibus
                    account were opened by their beneficial owners
          directly. As
                    compensation for these services, MIISC pays the
          broker-dealer a
                    per account fee for each open account within the
          omnibus account,
                    or a fixed rate (e.g., .10%) based on the average daily
          net asset
                    value of the omnibus account (or a combination
          thereof).    

                    ALTERNATIVE PURCHASE ARRANGEMENTS

                         CLASS A SHARES: Class A shares are subject to a
          fixed
                    initial sales charge, unless (i) the amount you
          purchase is
                    $500,000 or more (see "Contingent Deferred Sales Charge
          -- Class
                    A Shares") or (ii) you qualify for a reduced initial
          sales charge
                    (see "Qualifying for a Reduced Sales Charge"). Class A
          shares are
                    subject to ongoing service fees at an annual rate of
          0.25% of a
                    Fund's average daily net assets attributable to its
          Class A
                    shares.  If you do not specify on your account
          application which












                    class of shares you are purchasing, it will be assumed
          that you
                    are investing in Class A shares.    

                         CLASS B AND CLASS C SHARES:  Class B and Class C
          shares are
                    not subject to an initial sales charge, but are subject
          to a
                    contingent deferred sales charge ("CDSC") if redeemed
          within six













                    years of purchase, in the case of Class B shares, or
          within one
                    year of purchase, in the case of Class C shares. Both
          classes of
                    shares are subject to ongoing service and distribution
          fees at a
                    combined annual rate of up to 1.00% of a Fund's average
          daily net
                    assets attributable to its Class B or Class C shares.
          The ongoing
                    distribution fee will cause these shares to have a
          higher expense
                    ratio than that of Class A shares. Also, to the extent
          that a
                    Fund pays any dividends, these higher expenses will
          result in
                    lower dividends than those paid on Class A shares.    

                         CLASS I SHARES:  Class I shares are offered by Ivy
          Bond Fund
                    only to institutions and certain individuals, and are
          not subject
                    to an initial sales charge or a CDSC, nor to ongoing
          service or
                    distribution fees. Class I shares also bear lower
          administrative
                    services fees and transfer agency fees than Class A,
          Class B and
                    Class C shares.    

                         FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE: 
          The multi-
                    class structure of the Funds allows you to choose the
          most
                    beneficial way to buy shares given the size of your
          purchase and
                    the length of time you expect to hold your shares. You
          should
                    consider whether, during the anticipated life of your
          Fund
                    investment, the accumulated service and distribution
          fees on
                    Class B and Class C shares would be less than the
          initial sales
                    charge and accumulated service fees on Class A shares
          purchased
                    at the same time, and to what extent this differential
          would be
                    offset by the Class A shares' potentially higher yield.
          Also,
                    sales personnel may receive different compensation
          depending on
                    which class of shares they are selling. The tables
          under the












                    caption "Annual Fund Operating Expenses" at the
          beginning of this
                    Prospectus contain additional information that is
          designed to
                    assist you in making this determination.    

                    DIVIDENDS AND TAXES

                         Dividends and capital gain distributions that you
          receive
                    from a Fund are reinvested in additional shares of the
          same class
                    of a Fund unless you elect to receive them in cash (and
          the U.S.
                    Postal Service is able to deliver your checks). Because
          of the
                    higher expenses associated with Class B and Class C
          shares, any
                    dividend on these shares will be lower than on Class A
                    shares.    

                         Ivy Growth with Income Fund intends normally to
          declare a
                    daily dividend, and pay accumulated dividends
          quarterly.  If a
                    shareholder of the Fund redeems all of his or her
          shares at any
                    time prior to payment of a distribution, all
          declarations accrued
                    to the date of redemption are paid in addition to the
          redemption












                    proceeds. Ivy Emerging Growth Fund and Ivy Growth Fund
          intend to
                    make a distribution for each fiscal year of any net
          investment
                    income and net realized short-term capital gain, as
          well as any
                    net long-term capital gain realized during the year. 
          In order to
                    provide steady cash flow to shareholders of Ivy Bond
          Fund, the













                    Board of Trustees intends normally to make monthly
          distributions
                    from the Fund's net investment income based on the
          relative net
                    asset value of each class. The Fund intends to make a
          final
                    distribution for each fiscal year of any remaining net
          investment
                    income and net realized short-term capital gain, as
          well as
                    undistributed net long-term capital gain realized
          during the
                    year. For all of the Funds other than Ivy Growth with
          Income
                    Fund, an additional distribution may be made of net
          investment
                    income, net realized short-term capital gains and net
          realized
                    long-term capital gains to comply with the calendar
          year
                    distribution requirement under the excise tax
          provisions of
                    Section 4982 of the Code.    

                         TAXATION:  The following discussion is intended
          for general
                    information only. An investor should consult his or her
          own tax
                    adviser as to the tax consequences of an investment in
          a
                    particular Fund, including the status of distributions
          from the
                    Fund under applicable state or local law.    

                         Each Fund intends to qualify annually and elect to
          be
                    treated as a regulated investment company under the
          Code.  To
                    qualify, each Fund must beet certain income,
          distribution and
                    diversification requirements.  In any year in which a
          Fund
                    qualifies as a regulated investment company and timely
                    distributes all of its taxable income, the Fund
          generally will
                    not pay any U.S. Federal income or excise tax.    

                         Dividends paid out of a Fund's investment company
          taxable
                    income (including dividends, interest and net
          short-term capital
                    gains) will be taxable to a shareholder as ordinary
          income. If a













                    portion of a Fund's income consists of dividends paid
          by U.S.
                    corporations, a portion of the dividends paid by the
          Fund may be
                    eligible for the corporate dividends-received
          deduction.
                    Distributions of net capital gains (the excess of net
          long-term
                    capital gains over net short-term capital losses), if
          any,
                    designated as capital gain dividends are taxable as
          long-term
                    capital gains, regardless of how long the shareholder
          has held a
                    Fund's shares. Dividends are taxable to shareholders in
          the same
                    manner whether received in cash or reinvested in
          additional Fund
                    shares.    

                         If, for any year, a Fund's total distributions
          exceed its
                    earnings and profits, the excess will generally be
          treated as a
                    return of capital. The amount treated as a return of
          capital will
                    reduce a shareholder's adjusted basis in his or her
          shares
                    (thereby increasing his or her potential gain or
          reducing his or
                    her potential loss on the sale of his or her shares)
          and, to the
                    extent that the amount exceeds this basis, will be
          treated as a
                    taxable gain.    












                         A distribution will be treated as paid on December
          31 of the
                    current calendar year if it is declared by a Fund in
          October,
                    November or December with a record date in such a month
          and paid













                    by the Fund during January of the following calendar
          year. Such
                    distributions will be taxable to shareholders in the
          calendar
                    year in which the distributions are declared, rather
          than the
                    calendar year in which the distributions are
          received.    

                         Investments in securities that are issued at a
          discount will
                    result each year in income to a Fund equal to a portion
          of the
                    excess of the face value of the securities over their
          issue
                    price, even though the Fund receives no cash interest
          payments
                    from the securities.    

                         Income and gains received by a Fund from sources
          within
                    foreign countries may be subject to foreign withholding
          and other
                    taxes. Unless a Fund is eligible to and elects to "pass
          through"
                    to its shareholders the amount of foreign income and
          similar
                    taxes paid by the Fund, these taxes will reduce the
          Fund's
                    investment company taxable income, and distributions of
                    investment company taxable income received from the
          Fund will be
                    treated as U.S. source income.    

                         Any gain or loss realized by a shareholder upon
          the sale or
                    other disposition of shares of a Fund, or upon receipt
          of a
                    distribution in complete liquidation of the Fund,
          generally will
                    be a capital gain or loss which will be long-term or
          short-term,
                    generally depending upon the shareholder's holding
          period for the
                    shares.    

                         A Fund may be required to withhold U.S. Federal
          income tax
                    at the rate of 31% of all taxable distributions payable
          to
                    shareholders who fail to provide the Fund with their
          correct
                    taxpayer identification number or to make required













                    certifications, or who have been notified by the
          Internal Revenue
                    Service that they are subject to backup withholding.
          Backup
                    withholding is not an additional tax. Any amounts
          withheld may be
                    credited against the shareholder's U.S. Federal income
          tax
                    liability.    

                         Fund distributions may be subject to state, local
          and
                    foreign taxes. Distributions of a Fund which are
          derived from
                    interest on obligations of the U.S. Government and
          certain of its
                    agencies, authorities and instrumentalities may be
          exempt from
                    state and local taxes in certain states. Further
          information
                    relating to tax consequences is contained in the SAI.
              

                    PERFORMANCE DATA

                         Performance information (e.g., "total return" and
          "yield")
                    is computed separately for each class of Fund shares in
                    accordance with formulas prescribed by the SEC.
          Performance
                    information for each class may be compared in reports
          and
                    promotional literature to indices such as the Standard
          and Poor's












                    500 Stock Index, Dow Jones Industrial Average, and
          Morgan Stanley
                    Capital International World Index. Advertisements,
          sales
                    literature and communications to shareholders may also
          contain
                    statements of a Fund's current yield, various
          expressions of












                    total return and current distribution rate. Performance
          figures
                    will vary in part because of the different expense
          structures of
                    the Funds' different classes.  ALL PERFORMANCE
          INFORMATION IS
                    HISTORICAL AND IS NOT INTENDED TO SUGGEST FUTURE
          RESULTS.    

                         "Total return" is the change in value of an
          investment in a
                    Fund for a specified period, and assumes the
          reinvestment of all
                    distributions and imposition of the maximum applicable
          sales
                    charge. "Average annual total return" represents the
          average
                    annual compound rate of return of an investment in a
          particular
                    class of Fund shares assuming the investment is held
          for one
                    year, five years and ten years as of the end of the
          most recent
                    calendar quarter. Where a Fund provides total return
          quotations
                    for other periods, or based on investments at various
          sales
                    charge levels or at net asset value, "total return" is
          based on
                    the total of all income and capital gains paid to (and
          reinvested
                    by) shareholders, plus (or minus) the change in the
          value of the
                    original investment expressed as a percentage of the
          purchase
                    price.    

                         "Current yield" reflects the income per share
          earned by a
                    Fund's portfolio investments, and is calculated by
          dividing the
                    Fund's net investment income per share during a recent
          30-day
                    period by the maximum public offering price on the last
          day of
                    that period and then annualizing the result. Dividends
          or
                    distributions that were paid to a Fund's shareholders
          are
                    reflected in the "current distribution rate," which is
          computed
                    by dividing the total amount of dividends per share
          paid by a













                    Fund during the preceding 12 months by the Fund's
          current maximum
                    offering price (which includes any applicable sales
          charge). The
                    "current distribution rate" will differ from the
          "current yield"
                    computation because it may include distributions to
          shareholders
                    from sources other than dividends and interest, short
          term
                    capital gain and net equalization credits and will be
          calculated
                    over a different period of time.    

                    HOW TO BUY SHARES

                         The minimum initial investment is $1,000; the
          minimum
                    additional investment is $100. Initial or additional
          investment
                    amounts for retirement accounts may be less. See
          "Retirement
                    Plans." Accounts in Class I of Ivy Bond Fund can be
          opened with a
                    minimum initial investment of $5,000,000; the minimum
          additional
                    investment is $10,000. The minimum initial investment
          in Class I
                    of Ivy Bond Fund may be spread over the thirteen-month
          period
                    after an Institution or a high net worth individual
          opens an
                    account and the Fund, at its discretion, may accept
          initial and
                    additional investments of small amounts. All purchases
          must be
                    made in U.S. dollars. Complete the Account Application
          attached
                    to this Prospectus. Indicate whether you are purchasing
          Class A,












                    Class B, Class C or Class I shares (in the case of Ivy
          Bond












                    Fund). If you do not specify which class of shares you
          are
                    purchasing, MIISC will assume you are investing in
          Class A
                    shares. The Fund reserves the right to reject for any
          reason any
                    purchase order or exchange (see "Exchange Privilege"
          below).    

                         OPENING AN ACCOUNT    

                         By Check:

                         1.   Make your check payable to the Fund in which
          you are
                              investing.

                         2.   Deliver the completed application and check
          to your
                              registered representative or selling broker,
          or mail it
                              directly to MIISC.

                         3.   Our address is:


                                     Mackenzie Ivy Investor Services Corp.
                                     P.O. Box 3022
                                     Boca Raton, FL 33431-0922

                         4.   Our courier address is:

                                     Mackenzie Ivy Investor Services Corp.
                                     700 South Federal Highway, Suite 300
                                     Boca Raton, FL 33432

                         By Wire

                         1.   Deliver a completed fund application to your
          registered
                              representative or selling broker, or mail it
          directly
                              to MIISC. Before wiring any funds, please
          contact MIISC
                              at 1-800-777-6472 to verify your account
          number.

                         2.   Instruct your bank to wire funds to:

                                        Barnett Bank of Palm Beach County
                                        ABA # 067008582
                                        For deposit to The Ivy Mackenzie
          Funds
                                        a/c #1455031505












                                        Name of your account
                                        Your Ivy or Mackenzie account
          number
                                        The Ivy or Mackenzie Fund you are
          buying

                         Your bank may charge a fee for wiring funds.

                         THROUGH A REGISTERED SECURITIES DEALER:  You may
          also place
                    an order to purchase shares through your Registered
          Securities
                    Dealer.

                         BUYING ADDITIONAL SHARES    












                         By Check:

                         1.   Complete the investment stub attached to your
          statement
                              or include a note with your investment
          listing the name
                              of the Fund, the class of shares to purchase,
          your
                              account number and the name(s) in which the
          account is
                              registered.

                         2.   Make your check payable to the fund in which
          you are
                              investing.

                         3.   Mail the account information and check to:

                      Mackenzie Ivy Investor Services Corp.
                                  P.O. Box 3022
                            Boca Raton, FL 33431-0922

                         Our courier address is:

                      Mackenzie Ivy Investor Services Corp.
                      700 South Federal Highway, Suite 300
                              Boca Raton, FL 33432












                         or deliver it to your registered representative or
          selling
                         broker.

                         By Wire

                         Instruct your bank to wire funds to:

                        Barnett Bank of Palm Beach County
                                 ABA # 067008582
                                 For deposit to
                             The Ivy Mackenzie Funds
                                a/c # 1455031505
                              Name of your account
                      Your Ivy or Mackenzie account number
                    The Ivy or Mackenzie fund you are buying

                         Your bank may charge a fee for wiring funds.

                         THROUGH A REGISTERED SECURITIES DEALER:  You may
          also place
                    an order to purchase shares through your Registered
          Securities
                    Dealer.

                         BY AUTOMATIC INVESTMENT METHOD ("AIM")

                         1.   Complete the "Automatic Investment Method"
          and
                              "Wire/EFT Information" sections on the
          Account
                              Application designating a bank account from
          which funds
                              may be drawn. Please note that in order to
          invest using
                              this method, your bank must be a member of
          the
                              Automated Clearing House system ("ACH"). The
          minimum
                              investment under this plan is $50 per month
          ($25 per

























                              month for retirement plans). Please remember
          to attach
                              a voided check to your account application.

                         2.   At pre-specified intervals, your bank account
          will be
                              debited and the proceeds will be credited to
          your Ivy
                              Mackenzie Fund account.

                    HOW YOUR PURCHASE PRICE IS DETERMINED

                         Your purchase price for Class A shares of a Fund
          is the net
                    asset value per share plus a sales charge, which may be
          reduced
                    or eliminated in certain circumstances. The purchase
          price per
                    share is known as the public offering price. Your
          purchase price
                    for Class B and Class C shares (and Class I shares, in
          the case
                    of Ivy Bond Fund) is the net asset value per share.    

                         Share purchases will be made at the next
          determined price
                    after your purchase order is received. The price is
          effective for
                    orders received by MIISC or by your registered
          securities dealer
                    prior to the time of the determination of the net asset
          value.
                    Any orders received after the time of the determination
          of the
                    net asset value will be entered at the next calculated
          price.

                         Orders placed with a securities dealer before the
          net asset
                    value is determined that are transmitted through the
          facilities
                    of the National Securities Clearing Corporation by 7:00
          p.m.
                    Eastern Time on the same day are confirmed at that
          day's price.
                    Any loss resulting from the dealer's failure to submit
          an order
                    by the deadline will be borne by that dealer.

                         You will receive an account statement after any
          purchase,
                    exchange or full liquidation. Statements related to
          reinvestment













                    of dividends, capital gains, automatic investment plans
          (see the
                    SAI for further explanation) and/or systematic
          withdrawal plans
                    will be sent quarterly.

                       HOW EACH FUND VALUES ITS SHARES

                         The net asset value ("NAV") per share is the value
          of one
                    share. The NAV is determined in the following manner:
          the total
                    of all liabilities, including accrued expenses and
          taxes and any
                    necessary reserves, is deducted from the aggregate
          value of all
                    assets, and the difference is divided by the number of
          shares
                    outstanding at the time, adjusted to the nearest cent.
          The NAV
                    per share is determined once every business day (as of
          the close
                    of regular trading on each day the New York Stock
          Exchange is
                    open, normally 4:00 p.m., Eastern time) (see the SAI
          under "Net
                    Asset Value" for a detailed description of how the NAV
          is
                    determined). Trading of foreign securities may not
          occur on every
                    business day, and may occur on days when the New York
          Stock
                    Exchange is closed.

                    INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES













                         Shares are purchased at a public offering price
          equal to
                    their NAV per share plus a sales charge, as set forth
          below.














                    Ivy Bond Fund:
                                                  SALES CHARGE           
                                                              
                                                                         
          PORTION OF
                                                AS A         AS A        
          PUBLIC
                                                PERCENTAGE   PERCENTAGE  
          OFFERING
                                                OF PUBLIC    OF NET      
          PRICE
                                                OFFERING     AMOUNT      
          RETAINED
                     AMOUNT INVESTED            PRICE        INVESTED    
          BY DEALER

                     Less than $100,000  . . .  4.75%        4.99%       
          4.00%

                     $100,000  but   less  than
                     $250,000  . . . . . . . .  3.75%        3.90%       
          3.00%
                     $250,000  but   less  than
                     $500,000  . . . . . . . .  2.50%        2.56%       
          2.00%
                     $500,000 or over* . . . .  0.00%        0.00%       
          0.00%


                    Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy
          Growth with
                    Income Fund:

                                                  SALES CHARGE           
                                                              
                                                                        
          PORTION OF
                                              AS A         AS A         
          PUBLIC
                                              PERCENTAGE   PERCENTAGE   
          OFFERING
                                              OF PUBLIC    OF NET       
          PRICE
                                              OFFERING     AMOUNT       
          RETAINED
                     AMOUNT INVESTED          PRICE        INVESTED      BY
          DEALER


                     Less than $50,000 . . .  5.75%        6.10%        
          5.00%
                     $50,000  but  less  than 5.25%        5.54%        
          4.50%
                     $100,000  . . . . . . .












                     $100,000  but less  than 4.50%        4.71%        
          3.75%
                     $250,000  . . . . . . .
                     $250,000  but less  than 3.00%        3.09%        
          2.50%
                     $500,000  . . . . . . .
                     $500,000 or over* . . .  0.00%        0.00%        
          0.00%

                    *    A CDSC may apply to the redemption of Class A
          shares that
                         are purchased without an initial sales charge. See
                         "Contingent Deferred Sales Charge -- Class A
          Shares."

                         Sales charges are not applied to any dividends
          that are
                    reinvested in additional shares of the Fund.  An
          investor may be
                    charged a transaction fee for Class A (and Class I
          shares, in the
                    case of Ivy Bond Fund) purchased or redeemed at NAV
          through a













                    broker or agent other than MIFDI.

                         With respect to purchases of $500,000 or more
          through
                    dealers or agents, MIFDI may, at the time of purchase,
          pay such
                    dealers or agents from its own resources a commission
          to
                    compensate such dealers or agents for their
          distribution
                    assistance in connection with such purchases. The
          commission
                    would be computed at 0.50% of the first $3,000,000
          invested;
                    0.25% of the next $2,000,000 invested; and 0.10% of the
          amount
                    invested in excess of $5,000,000. Dealers who receive
          90% or more












                    of the sales charge may be deemed to be "underwriters"
          as that
                    term is defined in the 1933 Act.

                    
    
     MIFDI compensates participating brokers who sell
          Class A
                    shares through the initial sales charge.  MIFDI retains
          that
                    portion of the initial sales charge that is not
          reallowed to the
                    dealers, which it may use to distribute a Fund's Class
          A shares.
                    Pursuant to a separate distribution plan for the Funds'
          Class A,
                    Class B and Class C shares, MIFDI bears various
          promotional and
                    sales related expenses, including the cost of printing
          and
                    mailing prospectuses to persons other than
          shareholders. Pursuant
                    to the Funds' Class A distribution plan, MIFDI
          currently pays a
                    continuing service fee to qualified dealers at an
          annual rate of
                    0.25% of qualified investments.    

                         MIFDI may from time to time pay a bonus or other
          incentive
                    to dealers (other than MIFDI) which employ a registered
                    representative who sells a minimum dollar amount of the
          shares of
                    the fund and/or other funds distributed by MIFDI during
          a
                    specified period of time. This bonus or other incentive
          may take
                    the form of payment for travel expenses, including
          lodging,
                    incurred in connection with trips taken by qualifying
          registered
                    representatives and members of their families to places
          within or
                    without the United States or other bonuses such as gift
                    certificates or the cash equivalent of such bonus or
          incentive.

                    CONTINGENT DEFERRED SALES CHARGE -- CLASS A SHARES

                         Purchases of $500,000 or more of Class A shares
          will be made
                    at NAV with no initial sales charge, but if the shares
          are
                    redeemed within 24 months after the end of the calendar
          month in













                    which the purchase was made (the CDSC period), a CDSC
          of 1.00%
                    will be imposed.

                         In order to recover commissions paid to dealers on
          NAV
                    transfers (as defined in "Purchases of Class A Shares
          at Net
                    Asset Value"), Class A shares of a Fund are subject to
          a CDSC of
                    1.00% for certain redemptions within 24 months after
          the date of
                    purchase.

                         The charge will be assessed on an amount equal to
          the lesser
                    of the current market value or the original purchase
          cost of the
                    Class A shares redeemed. Accordingly, no CDSC will be
          imposed on
                    increases in account value above the initial purchase
          price,












                    including any dividends which have been reinvested in
          additional
                    Class A shares.

                         In determining whether a CDSC applies to a
          redemption, the
                    calculation will be determined in a manner that results
          in the
                    lowest possible rate being charged. Therefore, it will
          be assumed
                    that the redemption is first made from any shares in
          your account
                    not subject to the CDSC. The CDSC is waived in certain
                    circumstances. See the discussion below under the
          caption "Waiver
                    of Contingent Deferred Sales Charge."

                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE:  The
          CDSC is













                    waived for (i) redemptions in connection with
          distributions not
                    exceeding 12% annually of the initial account balance
          (i.e., the
                    value of the shareholder's Class A Fund account at the
          time of
                    the initial distribution) (a) following retirement
          under a tax
                    qualified retirement plan, or (b) upon attaining age 59
          1/2 in
                    the case of an IRA, a custodial account pursuant to
          section
                    403(b)(7) of the Code or a Keogh Plan; (ii) redemption
          resulting
                    from tax-free return of an excess contribution to an
          IRA; or
                    (iii) any partial or complete redemption following the
          death or
                    disability (as defined in Section 72(m)(7) of the Code)
          of a
                    shareholder from an account in which the deceased or
          disabled is
                    named, provided that the redemption is requested within
          one year
                    of death or disability. The Distributor may require
          documentation
                    prior to waiver of the CDSC.

                         Class A shareholders may exchange their Class A
          shares
                    subject to a CDSC ("outstanding Class A shares") for
          Class A
                    shares of another Ivy or Mackenzie Fund ("new Class A
          shares") on
                    the basis of the relative NAV per Class A share,
          without the
                    payment of any CDSC that would be due upon the
          redemption of the
                    outstanding Class A shares. The original CDSC rate that
          would
                    have been charged if the outstanding Class A shares
          were redeemed
                    will carry over to the Class A shares received in the
          exchange,
                    and will be charged accordingly at the time of
          redemption.

                    QUALIFYING FOR A REDUCED SALES CHARGE

                         RIGHTS OF ACCUMULATION (ROA):  Rights of
          Accumulation
                    ("ROA") is calculated by determining the current market
          value of













                    all Class A shares in all Ivy or Mackenzie fund
          accounts (except
                    Ivy Money Market Fund) owned by you, your spouse, and
          your
                    children under 21 years of age. ROA is also applicable
          to
                    accounts under a trustee or other single fiduciary
          (including
                    retirement accounts qualified under Section 401 of the
          Code). The
                    current market value of each of your accounts as
          described above
                    is added together and then added to your current
          purchase amount.
                    If the combined total is equal or greater than a
          breakpoint
                    amount for a Fund, then you qualify for the reduced
          sales charge.
                    To reduce or eliminate the sales charge, you must
          complete
                    Section 4B of the new account application.

                         LETTER OF INTENT (LOI):  A Letter of Intent
          ("LOI") is a












                    non-binding agreement that states your intention to
          invest in
                    additional Class A shares, within a thirteen month
          period after
                    the initial purchase, an amount equal to a breakpoint
          amount for
                    a Fund. The LOI may be backdated up to 90 days. To sign
          an LOI,
                    please complete Section 4B of the new account
          application.

                         Should the LOI not be fulfilled within the
          thirteen month
                    period, your account will be debited for the difference
          between
                    the full sales charge that applies for the amount
          actually













                    invested and the reduced sales charge actually paid on
          purchases
                    placed under the terms of the LOI.

                         PURCHASES OF CLASS A SHARES AT NET ASSET VALUE: 
          An investor
                    who was a shareholder of any Ivy Fund on December 31,
          1991 or a
                    shareholder of American Investors Income Fund, Inc. or
          American
                    Investors Growth Fund, Inc. on October 31, 1988 and who
          became a
                    shareholder of Ivy Bond Fund (formerly Mackenzie Fixed
          Income
                    Trust) or Ivy Growth Fund as a result of the respective
                    reorganizations of the funds will be exempt from sales
          charges on
                    the purchase of Class A shares of any Ivy or Mackenzie
          Fund. This
                    privilege is also available to immediate family members
          of a
                    shareholder (i.e., the shareholder's children, the
          shareholder's
                    spouse and the children of the shareholder's spouse).
          This no-
                    load privilege terminates for the investor if the
          investor
                    redeems all shares owned. Shareholders and their
          relatives as
                    described above should call 1-800-235-3322 for
          information about
                    additional purchases or to inquire about their account.

                         Class A shares of a Fund may be purchased without
          an initial
                    sales charge or CDSC by (i) officers and Trustees of
          the Trust
                    (and their relatives), (ii) officers, directors,
          employees,
                    retired employees, legal counsel and independent
          accountants of
                    IMI, MIMI, and MFC (and their relatives), and (iii)
          directors,
                    officers, partners, registered representatives,
          employees and
                    retired employees (and their relatives) of dealers
          having a sales
                    agreement with MIFDI (or trustees or custodians of any
          qualified
                    retirement plan or IRA established for the benefit of
          any such
                    person).  In addition, certain investment advisors and
          financial













                    planners who charge a management, consulting or other
          fee for
                    their services and who place trades for their own
          accounts and
                    the accounts of their clients may purchase Class A
          shares of a
                    Fund without an initial sales charge or a CDSC,
          provided such
                    purchases are placed through a broker or agent who
          maintains an
                    omnibus account with that Fund. Also, clients of these
          advisors
                    and planners may make purchases under the same
          conditions if the
                    purchases are through the master account of such
          advisor or
                    planner on the books of such broker or agent.  THIS
          PROVISION
                    APPLIES TO ASSETS OF RETIREMENT AND DEFERRED
          COMPENSATION PLANS
                    AND TRUSTS USED TO FUND THOSE PLANS INCLUDING, BUT NOT
          LIMITED
                    TO, THOSE DEFINED IN SECTION 401(a), 403(b) OR 457 OF
          THE CODE
                    AND "RABBI TRUSTS" WHOSE ASSETS ARE USED TO PURCHASE
          SHARES OF A
                    FUND THROUGH THE AFOREMENTIONED CHANNELS.

                         Class A shares of a Fund may be purchased at NAV
          by












                    retirement plans qualified under section 401(a) or
          403(b) of the
                    Code, subject to the Employee Retirement Income
          Security Act of
                    1974, as amended, provided that: (i) either (a) the
          sponsoring
                    organization must have at least 25 employees or (b) the
          aggregate
                    purchases by the retirement plan of Class A shares of
          the Ivy
                    funds must be in an amount of at least $250,000 within
          a












                    reasonable period of time, as determined by MIFDI in
          its sole
                    discretion; and (ii) a CDSC of 1.00% will be imposed on
          such
                    purchases in the event of certain redemption
          transactions within
                    24 months following such purchases.

                         If investments by retirement plans at NAV are made
          through a
                    dealer who has executed a dealer agreement with respect
          to a
                    Fund, MIFDI may, at the time of purchase, pay the
          dealer out of
                    MIFDI's own resources a commission to compensate the
          dealer for
                    its distribution assistance in connection with the
          retirement
                    plan's investment. Commissions would be computed at
          1.00% of the
                    first $3 million invested, 0.50% of the next $2 million
          invested,
                    and 0.25% of the amount invested in excess of $5
          million.  Please
                    contact MIFDI for additional information.

                         Class A shares can also be purchased without an
          initial
                    sales charge, but subject to a CDSC of 1.00% during the
          first 24
                    months, by:  (a) any state, county, city (or any
          instrumentality,
                    department, authority or agency of such entities) that
          is
                    prohibited by applicable investment laws from paying a
          sales
                    charge or commission when purchasing shares of a
          registered
                    investment management company (an "eligible
          governmental
                    authority"), and (b) trust companies, bank trust
          departments,
                    credit unions, savings and loans and other similar
          organizations
                    in their fiduciary capacity or for their own accounts,
          subject to
                    any minimum requirements set by MIFDI (currently, these
          criteria
                    require that the amount invested or to be invested in
          the
                    subsequent 13-month period totals at least $250,000).
          In either
                    case, MIFDI may pay commissions to dealers that provide













                    distribution assistance on the same basis as in the
          preceding
                    paragraph.

                         Class A shares of a Fund may also be purchased
          without a
                    sales charge in connection with certain liquidation,
          merger or
                    acquisition transactions involving other investment
          companies or
                    personal holding companies.

                         Each Fund may, from time to time, waive the
          initial sales
                    charge on its Class A shares sold to clients of various
          broker-
                    dealers with which MIFDI has a selling relationship.
          This
                    privilege will apply only to Class A Shares of a Fund
          that are
                    purchased using all or a portion of the proceeds
          obtained by such
                    clients through redemptions of shares (on which a
          commission has
                    been paid) of an investment company (other than
          Mackenzie Series
                    Trust or the Trust), unit investment trust or limited
          partnership
                    ("NAV transfers"). Some dealers may elect not to
          participate in
                    this program. Those dealers that do elect to
          participate in the
                    program must complete certain forms required by MIFDI.
          The normal












                    service fee, as described in the "Initial Sales Charge
                    Alternative -- Class A Shares" and "Contingent Deferred
          Sales
                    Charge Alternative -- Class B and Class C Shares"
          sections of
                    this Prospectus, will be paid to dealers in connection
          with these













                    purchases. Additional information on reductions or
          waivers may be
                    obtained from MIFDI at the address listed on the cover
          of the
                    Prospectus.    

                       CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE --
          CLASS B AND
                    CLASS C SHARES

                         Class B and Class C shares are offered at NAV per
          share
                    without a front end sales charge. However, Class C
          shares
                    redeemed within one year of purchase will be subject to
          a CDSC of
                    1%, and Class B shares redeemed within six years of
          purchase will
                    be subject to a CDSC at the rates set forth below. This
          charge
                    will be assessed on an amount equal to the lesser of
          the current
                    market value or the original purchase cost of the
          shares being
                    redeemed. Accordingly, you will not be assessed a CDSC
          on
                    increases in account value above the initial purchase
          price,
                    including shares derived from dividend reinvestment. In
                    determining whether a CDSC applies to a redemption, the
                    calculation will be determined in a manner that results
          in the
                    lowest possible rate being charged. It will be assumed
          that your
                    redemption comes first from shares you have held beyond
          the
                    requisite maximum holding period or those you acquire
          through
                    reinvestment of dividends or distributions, and next
          from the
                    shares you have held the longest during the requisite
          holding
                    period.    

                         Proceeds from the CDSC are paid to MIFDI. MIFDI
          uses them,
                    in whole or in part, to defray its expenses related to
          providing
                    each Fund with distribution services in connection with
          the sale
                    of Class B and Class C shares, such as compensating
          selected
                    dealers and agents for selling these shares. The
          combination of












                    the CDSC and the distribution and service fees makes it
          possible
                    for a Fund to sell Class B or Class C shares without
          deducting a
                    sales charge at the time of the purchase.    

                         In the case of Class B shares, the amount of the
          CDSC, if
                    any, will vary depending on the number of years from
          the time you
                    purchase your Class B shares until the time you redeem
          them.
                    Solely for purposes of determining this holding period,
          any
                    payments you make during the quarter will be aggregated
          and
                    deemed to have been made on the last day of the
          quarter.    

                    Class B Shares:




















                                                                 
          CONTINGENT
                                                                  DEFERRED
          SALES
                                                                  CHARGE AS
          A
                                                                 
          PERCENTAGE OF
                                                                  DOLLAR
          AMOUNT
                     YEAR SINCE PURCHASE                          SUBJECT
          TO CHARGE














                     First . . . . . . . . . . . . . . . . . . .         
          5%
                     Second  . . . . . . . . . . . . . . . . . .         
          4%

                     Third . . . . . . . . . . . . . . . . . . .         
          3%
                     Fourth  . . . . . . . . . . . . . . . . . .         
          3%
                     Fifth . . . . . . . . . . . . . . . . . . .         
          2%
                     Sixth . . . . . . . . . . . . . . . . . . .         
          1%
                     Seventh and thereafter  . . . . . . . . . .         
          0%


                         MIFDI currently intends to pay to dealers a sales
          commission
                    of 4% of the sale price of Class B shares they have
          sold, and
                    will receive the entire amount of the CDSC paid by
          shareholders
                    on the redemption of Class B shares to finance the 4%
          commission
                    and related marketing expenses.    

                         With respect to Class C shares, MIFDI currently
          intends to
                    pay to dealers a sales commission of 1% of the sale
          price of
                    Class C shares that they have sold, a portion of which
          is to
                    compensate the dealers for Class C shareholder account
          services
                    during the first year of investment. MIFDI will receive
          the
                    entire amount of the CDSC paid by shareholders on the
          redemption
                    of Class C shares to finance the 1% commission and
          related
                    marketing expenses.    

                         Pursuant to separate distribution plans for the
          Funds' Class
                    B and Class C shares, MIFDI bears various promotional
          and sales
                    related expenses, including the cost of printing and
          mailing
                    prospectuses to persons other than shareholders. Under
          the Funds'
                    Class B Plan, MIFDI currently retains 0.75% of the
          continuing













                    1.00% service/distribution fee assessed to Class B
          shareholders,
                    and pays a continuing service fee to qualified dealers
          at an
                    annual rate of 0.25% of qualified investments.  Under
          the Class C
                    Plan, MIFDI pays continuing service/distribution fees
          to
                    qualified dealers at an annual rate of 1.00% of
          qualified
                    investments after the first year of investment (0.25%
          of which
                    represents a service fee).    

                         CONVERSION OF CLASS B SHARES:  Your Class B shares
          and an
                    appropriate portion of both reinvested dividends and
          capital
                    gains on those shares will be converted into Class A
          shares
                    automatically no later than the month following eight
          years after
                    the shares were purchased, resulting in lower annual
          distribution
                    fees. If you exchanged Class B shares into a Fund from
          Class B
                    shares of another Ivy or Mackenzie fund, the
          calculation will be













                    based on the time the shares in the original fund were
                    purchased.    

                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE:  The
          CDSC is
                    waived for (i) redemptions in connection with
          distributions not
                    exceeding 12% annually of the initial account balance
          (i.e., the
                    value of the shareholder's Class B or Class C Fund
          account at the
                    time of the initial distribution) (a) following
          retirement under












                    a tax qualified retirement plan, or (b) upon attaining
          age 59 1/2
                    in the case of an IRA, a custodial account pursuant to
          section
                    403(b)(7) of the Code or a Keogh Plan; (ii) redemption
          resulting
                    from tax-free return of an excess contribution to an
          IRA; or
                    (iii) any partial or complete redemption following the
          death or
                    disability (as defined in Section 72(m)(7) of the Code)
          of a
                    shareholder from an account in which the deceased or
          disabled is
                    named, provided that the redemption is requested within
          one year
                    of death or disability. The Distributor may require
          documentation
                    prior to waiver of the CDSC.    

                         ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS: 
          MIFDI may, at
                    its own expense, pay concessions in addition to those
          described
                    above to dealers that satisfy certain criteria
          established from
                    time to time by MIFDI.  These conditions relate to
          increasing
                    sales of shares of the Funds over specified periods and
          to
                    certain other factors.  These payments may, depending
          on the
                    dealer's satisfaction of the required conditions, be
          periodic and
                    may be up to (i) 0.25% of the value of Fund shares sold
          by the
                    dealer during a particular period, and (ii) 0.10% of
          the value of
                    Fund shares held by the dealer's customers for more
          than one
                    year, calculated on an annual basis.    

                    HOW TO REDEEM SHARES

                         You may redeem your Fund shares through your
          registered
                    securities representative, by mail, by telephone or by
          Federal
                    Funds wire. A CDSC may apply to certain Class A share
                    redemptions, to Class B share redemptions prior to
          conversion and
                    to Class C shares that are redeemed within one year of
          purchase.













                    All redemptions are made at the NAV next determined
          after a
                    redemption request has been received in good order.
          Requests for
                    redemptions must be received by 4:00 p.m. Eastern Time
          to be
                    processed at the NAV for that day. Any redemption
          request in good
                    order that is received after 4:00 p.m. Eastern Time
          will be
                    processed at the price determined on the following
          business day.
                    IF SHARES TO BE REDEEMED WERE PURCHASED BY CHECK,
          PAYMENT OF THE
                    REDEMPTION MAY BE DELAYED UNTIL THE CHECK HAS CLEARED
          OR FOR UP
                    TO 15 DAYS AFTER THE DATE OF PURCHASE, WHICHEVER IS
          LESS. If you
                    own shares of more than one class of a Fund, the Fund
          will redeem
                    first the shares having the highest 12b-1 fees; any
          shares
                    subject to a CDSC will be redeemed last unless you
          specifically
                    elect otherwise.    

                         When shares are redeemed, a Fund generally sends
          you payment
                    on the next business day. Under unusual circumstances,
          a Fund may












                    suspend redemptions or postpone payment to the extent
          permitted
                    by Federal securities laws. The proceeds of the
          redemption may be
                    more or less than the purchase price of your shares,
          depending
                    upon, among other factors, the market value of the
          Fund's
                    securities at the time of the redemption. If the
          redemption is
                    for over $50,000, or the proceeds are to be sent to an
          address












                    other than the address of record, or an address change
          has
                    occurred in the last 30 days, it must be requested in
          writing
                    with a signature guarantee. See "Signature Guarantees,"
          below.

                         If you are not certain of the requirements for a
          redemption,
                    please contact MIISC at 1-800-777-6472.

                         THROUGH YOUR REGISTERED SECURITIES DEALER:  The
          Dealer is
                    responsible for promptly transmitting redemption
          orders.
                    Redemptions requested by dealers will be made at the
          NAV (less
                    any applicable CDSC) determined at the close of regular
          trading
                    (4:00 p.m. Eastern Time) on the day that a redemption
          request is
                    received in good order by MIISC.

                         BY MAIL:  Requests for redemption in writing are
          considered
                    to be in "proper or good order" if they contain the
          following:

                         -    Any outstanding certificate(s) for shares
          being
                              redeemed.

                         -    A letter of instruction, including the fund
          name, the
                              account number, the account name(s), the
          address and
                              the dollar amount or number of shares to be
          redeemed.

                         -    Signatures of all registered owners whose
          names appear
                              on the account.

                         -    Any required signature guarantees.

                         -    Other supporting legal documentation, if
          required (in
                              the case of estates, trusts, guardianships,
                              corporations, retirement plans or other
          representative
                              capacities).

                         The dollar amount or number of shares indicated
          for












                    redemption must not exceed the available shares or NAV
          of your
                    account at the next-determined prices. If your request
          exceeds
                    these limits, then the trade will be rejected in its
          entirety.

                         Mail your request to:

                  Mackenzie Ivy Investor Services Corp.
                              P.O. Box 3022
                        Boca Raton, FL 33431-0922
















                         Our courier address is:

                      Mackenzie Ivy Investor Services Corp.
                      700 South Federal Highway, Suite 300
                              Boca Raton, FL 33432

                         By Telephone:  Individual and joint accounts may
          redeem up
                    to $50,000 per day over the telephone by contacting
          MIISC at 1-
                    800-777-6472. In times of unusual economic or market
          changes, the
                    telephone redemption privilege may be difficult to
          implement. If
                    you are unable to execute your transaction by telephone
          (for
                    example, during such times), you may want to consider
          placing the
                    order in writing and sending it by mail or overnight
          courier.

                         Checks will be made payable to the current account
                    registration and sent to the address of record. If
          there has been
                    a change of address in the last 30 days, please use the













                    instructions for redemption requests by mail described
          above. A
                    signature guarantee would be required.

                         Requests for telephone redemptions will be
          accepted from the
                    registered owner of the account, the designated
          registered
                    representative or his/her assistant.

                         Shares held in certificate form cannot be redeemed
          by
                         telephone.

                         If Section 6E of the new account application is
          not
                    completed, telephone redemption privileges will be
          provided
                    automatically. Although telephone redemptions may be a
          convenient
                    feature, you should realize that you may be giving up a
          measure
                    of security that you may otherwise have if you
          terminated the
                    privilege and redeemed your shares in writing. If you
          do not wish
                    to make telephone redemptions or let your registered
                    representative or his/her assistant do so on your
          behalf, you
                    must notify MIISC in writing.

                         Each Fund employs reasonable procedures that
          require
                    personal identification prior to acting on redemption
                    instructions communicated by telephone to confirm that
          such
                    instructions are genuine. In the absence of such
          procedures, a
                    Fund may be liable for any losses due to unauthorized
          or
                    fraudulent telephone instructions. For shareholders who
                    established this feature at the time they opened their
          new
                    account, telephone instructions will be accepted for
          redemption
                    of amounts up to $50,000 and proceeds will be wired on
          the next
                    business day to a predesignated bank account. 

                         In order to add this feature to an existing
          account or to
                    change existing bank account information, please submit
          a letter













                    of instructions including your bank information to
          MIISC at the
                    address provided above. The letter must be signed by
          all
                    registered owners, and their signatures must be
          guaranteed.













                         Your account will be charged a fee of $10 each
          time that
                    redemption proceeds are wired to your bank.

                         Neither IMI nor any of the Funds can be
          responsible for the
                    efficiency of the Federal Funds wire system or the
          shareholder's
                    bank.

                    MINIMUM ACCOUNT BALANCE REQUIREMENTS

                         Due to the high cost of maintaining small accounts
          and
                    subject to state law requirements, a Fund may redeem
          the accounts
                    of shareholders whose investment, including sales
          charges paid,
                    has been less than $1,000 for more than 12 months. The
          Fund will
                    not redeem an account unless the shareholder has been
          given at
                    least 60 days' advance notice of the Fund's intention
          to do so.
                    No redemption will be made if a shareholder's account
          falls below
                    the minimum due to a reduction in the value of the
          Fund's
                    portfolio securities. This provision does not apply to
          IRAs,
                    other retirement accounts and UGMA/UTMA accounts.

                    SIGNATURE GUARANTEES














                         For your protection, and to prevent fraudulent
          redemptions,
                    we require a signature guarantee in order to
          accommodate the
                    following requests:

                         -    Redemption requests over $50,000.

                         -    Requests for redemption proceeds to be sent
          to someone
                              other than the registered shareholder.

                         -    Requests for redemption proceeds to be sent
          to an
                              address other than the address of record.

                         -    Registration transfer requests.

                         -    Requests for redemption proceeds to be wired
          to your
                              bank account (if this option was not selected
          on your
                              original application, or if you are changing
          the bank
                              wire information).

                         A signature guarantee may be obtained only from an
          eligible
                    guarantor institution as defined in Rule 17Ad-15 of the
                    Securities Exchange Act of 1934, as amended. An
          eligible
                    guarantor institution includes banks, brokers, dealers,
          municipal
                    securities dealers, government securities dealers,
          government
                    securities brokers, credit unions, national securities
          exchanges,
                    registered securities associations, clearing agencies
          and savings
                    associations. The signature guarantee must not be
          qualified in
                    any way. Notarizations from notary publics are not the
          same as
                    signature guarantees, and are not accepted.

                         Circumstances other than those described above may
          require a
                    signature guarantee. Please contact MIISC at
          1-800-777-6472 for























                    more information.

                    CHOOSING A DISTRIBUTION OPTION

                         You have the option of selecting the dividend and
          capital
                    gain distribution option that best suits your needs:

                    1.   AUTOMATIC REINVESTMENT OPTION -- Both dividends
          and capital
                         gains are automatically reinvested at NAV in
          additional
                         shares of the same class of a Fund unless you
          specify one of
                         the other options.

                    2.   INVESTMENT IN ANOTHER IVY OR MACKENZIE FUND --
          Both
                         dividends and capital gains are automatically
          invested at
                         NAV in another Ivy or Mackenzie Fund of the same
          class.

                    3.   DIVIDENDS IN CASH/CAPITAL GAINS REINVESTED --
          Dividends will
                         be paid in cash. Capital gains will be reinvested
          at NAV in
                         additional shares of the same class of a Fund or
          another Ivy
                         or Mackenzie Fund of the same class.

                    4.   DIVIDENDS AND CAPITAL GAINS IN CASH -- Both
          dividends and
                         capital gains will be paid in cash.

                         If you wish to have your cash distributions
          deposited
                    directly to your bank account via electronic funds
          transfer, or
                    if you wish to change your distribution option, please
          contact
                    MIISC at 1-800-777-6472.

                         If you wish to have your cash distributions go to
          an address
                    other than the address of record, a signature guarantee
          is
                    required.












                    TAX IDENTIFICATION NUMBER

                         In general, to avoid being subject to a 31%
          Federal backup
                    withholding tax on dividends, capital gains
          distributions and
                    redemption proceeds, you must furnish a Fund with your
          certified
                    tax identification number ("TIN") and certify that you
          are not
                    subject to backup withholding due to prior
          underreporting of
                    interest and dividends to the Internal Revenue Service.
          If you
                    fail to provide a certified TIN, or such other
          tax-related
                    certifications as a Fund may require, within 30 days of
          opening
                    your new account, each Fund reserves the right to
          involuntarily
                    redeem your account and send the proceeds to your
          address of
                    record.

                         You can avoid the above withholding and/or
          redemption by
                    correctly furnishing your TIN, and making certain
          certifications,
                    in Section 2 of the new account application at the time
          you open
                    your new account, unless the IRS requires that backup
          withholding
                    be applied to your account.

                         Certain payees, such as corporations, generally
          are exempt












                    from backup withholding. Please complete IRS Form W-9
          with the
                    new account application to claim this exemption. If the
                    registration is for an UGMA/UTMA account, please
          provide the













                    social security number of the minor. Non-U.S. investors
          who do
                    not have a TIN must provide, with their new account
          application,
                    a completed IRS Form W-8.

                    CERTIFICATES

                         In order to facilitate transfers, exchanges and
          redemptions,
                    most shareholders elect not to receive certificates.
          Should you
                    wish to have a certificate issued, please contact MIISC
          at 1-800-
                    777-6472 and request that one be sent to you.
          (Retirement plan
                    accounts are not eligible for this service.) Please
          note that if
                    you were to lose your certificate, you would incur an
          expense to
                    replace it.

                         Certificates requested by telephone for shares
          valued up to
                    $50,000 will be issued to the current registration and
          mailed to
                    the address of record. Should you wish to have your
          certificates
                    mailed to a different address, or registered
          differently from the
                    current registration, you must provide a letter of
          instruction
                    signed by all registered owners with signatures
          guaranteed. The
                    letter of instruction would be sent to MACKENZIE IVY
          INVESTOR
                    SERVICES CORP., P.O. BOX 3022, BOCA RATON, FL
          33431-0922.

                    EXCHANGE PRIVILEGE

                         Shareholders of a Fund have an exchange privilege
          with other
                    Ivy and Mackenzie Funds. Class A shareholders may
          exchange their
                    outstanding Class A shares for Class A shares of
          another Ivy or
                    Mackenzie Fund on the basis of the relative NAV per
          Class A
                    share, plus an amount equal to the difference between
          the sales
                    charge previously paid on the outstanding Class A
          shares and the













                    sales charge payable at the time of the exchange on the
          new Class
                    A shares. Incremental sales charges are waived for
          outstanding
                    Class A shares that have been invested for 12 months or
                    longer.    

                         Class B and Class C shareholders may exchange
          their
                    outstanding Class B (or Class C) shares for Class B (or
          Class C)
                    shares of another Ivy or Mackenzie Fund on the basis of
          the
                    relative NAV per Class B (or Class C) share, without
          the payment
                    of any CDSC that would otherwise be due upon the
          redemption of
                    Class B (or Class C) shares. Class B shareholders who
          exercise
                    the exchange privilege would continue to be subject to
          the
                    original Fund's CDSC schedule (or period) following an
          exchange
                    if such schedule is higher (or longer) than the CDSC
          for the new
                    Class B shares.    

                         Class I shareholders may exchange their
          outstanding Class I
                    shares for Class I shares of another Ivy or Mackenzie
          Fund on the
                    basis of the relative NAV per Class I share, without
          the
                    imposition of any sales charges.












                         Shares resulting from the reinvestment of
          dividends and
                    other distributions will not be charged an initial
          sales charge
                    or a CDSC when exchanged into another Ivy or Mackenzie
          Fund.














                         Exchanges are considered to be taxable events, and
          may
                    result in a capital gain or a capital loss for tax
          purposes.
                    Before executing an exchange, you should obtain and
          read the
                    prospectus and consider the investment objective of the
          fund to
                    be purchased. Shares must be uncertificated in order to
          execute a
                    telephone exchange. Exchanges are available only in
          states where
                    they can be legally made. This privilege is not
          intended to
                    provide shareholders a means by which to speculate on
          short-term
                    movements in the market. Exchanges are accepted only if
          the
                    registrations of the two accounts are identical.
          Amounts to be
                    exchanged must meet minimum investment requirements for
          the Ivy
                    or Mackenzie Fund into which the exchange is made.

                         With respect to shares subject to a CDSC, if less
          than all
                    of an investment is exchanged out of a Fund, the shares
          exchanged
                    will reflect, pro rata, the cost, capital appreciation
          and/or
                    reinvestment of distributions of the original
          investment as well
                    as the original purchase date, for purposes of
          calculating any
                    CDSC for future redemptions of the exchanged shares.

                         An investor who was a shareholder of American
          Investors
                    Income Fund, Inc. or American Investors Growth Fund,
          Inc. prior
                    to October 31, 1988, or a shareholder of the Ivy Funds
          prior to
                    December 31, 1991, who became a shareholder of the Fund
          as a
                    result of a reorganization or merger between the Funds
          may
                    exchange between funds without paying a sales charge.
          An investor
                    who was a shareholder of American Investors Income
          Fund, Inc. or
                    American Investors Growth Fund, Inc. on or after
          October 31,
                    1988, who became a shareholder of the Fund as a result
          of the












                    reorganization between the Funds will receive credit
          toward any
                    applicable sales charge imposed by any Ivy or Mackenzie
          Fund into
                    which an exchange is made.

                         In calculating the sales charge assessed on an
          exchange,
                    shareholders will be allowed to use the Rights of
          Accumulation
                    privilege.

                         EXCHANGES BY TELEPHONE:  When you fill out the
          application
                    for your purchase of Fund shares, if Section 6E of the
          new
                    account application is not completed, telephone
          exchange
                    privileges will be provided automatically. Although
          telephone
                    exchanges may be a convenient feature, you should
          realize that
                    you may be giving up a measure of security that you may
          otherwise
                    have if you terminated the privilege and exchanged your
          shares in
                    writing. If you do not wish to make telephone exchanges
          or let
                    your registered representative or his/her assistant do
          so on your
                    behalf, you must notify MIISC in writing.

                         In order to execute an exchange, please contact
          MIISC at 1-
                    800-777-6472. Have the account number of your current
          fund and












                    the exact name in which it is registered available to
          give to the
                    telephone representative.

                         Each Fund employs reasonable procedures that
          require












                    personal identification prior to acting on exchange
          instructions
                    communicated by telephone to confirm that such
          instructions are
                    genuine. In the absence of such procedures, a Fund may
          be liable
                    for any losses due to unauthorized or fraudulent
          telephone
                    instructions.

                         EXCHANGES IN WRITING:  In a letter, request an
          exchange and
                    provide the following information:

                         - The name and class of the fund whose shares you
          currently
                         own.

                         - Your account number.

                         - The name(s) in which the account is registered.

                         - The name of the fund in which you wish your
          exchange to be
                    invested.

                         - The number of shares, all shares or the dollar
          amount you
                    wish to exchange.

                         The request must be signed by all registered
          owners.

                         Mail the request and information to:

                                  Mackenzie Ivy Investor Services Corp.
                                              P.O. Box 3022
                                        Boca Raton, FL 33431-0922

                    REINVESTMENT PRIVILEGE

                         Investors who have redeemed Class A shares of a
          Fund have a
                    one-time privilege of reinvesting all or a part of the
          proceeds
                    of the redemption back into Class A shares of that Fund
          at NAV
                    (without a sales charge) within 60 days after the date
          of
                    redemption. IN ORDER TO REINVEST WITHOUT A SALES
          CHARGE,
                    SHAREHOLDERS OR THEIR BROKERS MUST INFORM MIISC THAT
          THEY ARE
                    EXERCISING THE REINVESTMENT PRIVILEGE AT THE TIME OF












                    REINVESTMENT. The tax status of a gain realized on a
          redemption
                    generally will not be affected by the exercise of the
                    reinvestment privilege, but a loss realized on a
          redemption
                    generally may be disallowed by the IRS if the
          reinvestment
                    privilege is exercised within 30 days after the
          redemption. In
                    addition, upon a reinvestment, the shareholder may not
          be
                    permitted to take into account sales charges incurred
          on the
                    original purchase of shares in computing their taxable
          gain or
                    loss.

                    SYSTEMATIC WITHDRAWAL PLAN












                         You may elect the Systematic Withdrawal Plan at
          any time by
                    completing the Account Application, which is attached
          to this
                    Prospectus. You can also obtain this application by
          contacting
                    your registered representative or MIISC at
          1-800-777-6472. To be
                    eligible, you must have at least $5,000 in your
          account. Payments
                    (minimum distribution amount -- $50) from your account
          can be
                    made monthly, quarterly, semi-annually, annually or on
          a selected
                    monthly basis, to yourself or any other designated
          payee. You may
                    elect to have your systematic withdrawal paid directly
          to your
                    bank account via electronic funds transfer ("EFT").
          Share
                    certificates must be unissued (i.e., held by a Fund)
          while the
                    plan is in effect. A Systematic Withdrawal Plan may not
          be












                    established if you are currently participating in the
          Automatic
                    Investment Method. For more information, please contact
          MIISC at
                    1-800-777-6472.

                         If payments you receive through the Systematic
          Withdrawal
                    Plan exceed the dividends and capital appreciation of
          your
                    account, you will be reducing the value of your
          account.
                    Additional investments made by shareholders
          participating in the
                    Systematic Withdrawal Plan must equal at least $1,000
          while the
                    plan is in effect. However, it may not be advantageous
          to
                    purchase additional Class A, Class B or Class C shares
          when you
                    have a Systematic Withdrawal Plan, because you may be
          subject to
                    an initial sales charge on your purchase of Class A
          shares or to
                    a CDSC imposed on your redemptions of Class B or Class
          C shares.
                    In addition, redemptions are taxable events.    

                         Amounts paid to you through the Systematic
          Withdrawal Plan
                    are derived from the redemption of shares in your
          account. Any
                    applicable CDSC will be assessed upon the redemptions.
          A CDSC
                    will not be assessed on withdrawals not exceeding 12%
          annually of
                    the initial account balance when the Systematic
          Withdrawal Plan
                    was started.

                         Should you wish at any time to add a Systematic
          Withdrawal
                    Plan to an existing account or change payee
          instructions, you
                    will need to submit a written request, signed by all
          registered
                    owners, with signatures guaranteed.

                         Retirement accounts are eligible for Systematic
          Withdrawal
                    Plans. Please contact MIISC at 1-800-777-6472 to obtain
          the
                    necessary paperwork to establish a plan.













                         If the U.S. Postal Service cannot deliver your
          checks, or if
                    deposits to a bank account are returned for any reason,
          your
                    redemptions will be discontinued.



















                    AUTOMATIC INVESTMENT METHOD

                         You may authorize an investment to be
          automatically drawn
                    each month from your bank for investment in Fund shares
          under the
                    "Automatic Investment Method" and "Fed Wire/EFT"
          sections of the
                    Account Application. There is no charge to you for this
          program.

                         You may terminate or suspend your Automatic
          Investment
                    Method by telephone at any time by contacting MIISC at
          1-800-777-
                    6472.

                         If you have investments being withdrawn from a
          bank account
                    and we are notified that the account has been closed,
          your
                    Automatic Investment Method will be discontinued.

                    CONSOLIDATED ACCOUNT STATEMENTS

                         Shareholders with two or more Ivy or Mackenzie
          fund accounts
                    will receive a single quarterly account statement,
          unless













                    otherwise specified. This feature consolidates the
          activity for
                    each account onto one statement. Requests for quarterly
                    consolidated statements for all other accounts must be
          submitted
                    in writing and must be signed by all registered owners.

                    RETIREMENT PLANS

                         The Ivy and Mackenzie family of funds offer
          several tax-
                    sheltered retirement plans that may fit your needs:

                         - IRA (Individual Retirement Account)

                         - 401(k) Plan
                           Money Purchase Pension Plan
                           Profit Sharing Plan

                         - SEP-IRA (Simplified Employee Pension Plan)

                         - 403(b)(7) Plan

                         Minimum initial and subsequent investments for
          retirement
                    plans are $25.00.

                         Investors Bank & Trust, which serves as custodian
          or trustee
                    under the retirement plan prototypes available from
          each Fund,
                    charges certain nominal fees for annual maintenance. A
          portion of
                    these fees is remitted to MIMI, as compensation for its
          services
                    to the retirement plan accounts maintained with each
          Fund.

                         Distributions from retirement plans are subject to
          certain
                    requirements under the Code, including withholding
          requirements,
                    and various documents (available from MIISC), including
          IRS Form
                    W-4P, and information must be provided before the
          distribution
                    may be made. The Ivy and Mackenzie family of funds and
          MIISC
                    assume no responsibility to determine whether a
          distribution























                    satisfies the conditions of applicable tax laws, and
          will not be
                    responsible for any penalties assessed. For additional
                    information, please contact your broker, tax adviser or
          MIISC.

                         Please call MIISC at 1-800-777-6472 for complete
          information
                    kits describing the plans, their benefits,
          restrictions,
                    provisions and fees.

                    SHAREHOLDER INQUIRIES

                         Inquiries regarding the Funds should be directed
          to MIISC at
                    1-800-777-6472.    



































































                    PROSPECTUS
                    April 30, 1996
                                                                     [IVY
          FUNDS LOGO]

                         Ivy Fund (the "Trust") is a registered investment
          company
                    currently consisting of thirteen separate portfolios. 
          Six of
                    these portfolios, as identified below (the "Funds"),
          are
                    described in this Prospectus.  Each Fund has its own
          investment
                    objective and policies, and a shareholder's interest is
          limited
                    to the Fund in which he or she owns shares.    

                         The six Funds are:

                              Ivy Canada Fund
                              Ivy China Region Fund
                              Ivy Global Fund
                              Ivy International Fund
                              Ivy Latin America Strategy Fund
                              Ivy New Century Fund    

                         This Prospectus sets forth concisely the
          information about













                    the Funds that a prospective investor should know
          before
                    investing and should be read carefully and retained for
          future
                    reference.  Additional information about the Funds is
          contained
                    in the Statement of Additional Information for the
          Funds dated
                    April 30, 1996 (the "SAI"), which has been filed with
          the
                    Securities and Exchange Commission and is incorporated
          by
                    reference into this Prospectus.  The SAI is available
          upon
                    request and without charge from the Trust at the
          Distributor s
                    address and telephone number provided below.    

                    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
          BY THE
                    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
          SECURITIES
                    COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
          COMMISSION OR ANY
                    STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
          ADEQUACY
                    OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
          IS A
                    CRIMINAL OFFENSE.






































                    TABLE OF CONTENTS

                    Schedule of Fees  . . . . . . . . . . . . . . . . . . .
          . . . . .
                    The Funds' Financial Highlights . . . . . . . . . . . .
          . . . . .
                    Investment Objectives and Policies  . . . . . . . . . .
          . . . . .
                    Risk Factors and Investment Techniques  . . . . . . . .
          . . . . .
                    Organization and Management of the Funds  . . . . . . .
          . . . . .
                    Investment Manager  . . . . . . . . . . . . . . . . . .
          . . . . .
                    Fund Administration and Accounting  . . . . . . . . . .
          . . . . .
                    Transfer Agent  . . . . . . . . . . . . . . . . . . . .
          . . . . .
                    Alternative Purchase Arrangements . . . . . . . . . . .
          . . . . .
                    Dividends and Taxes . . . . . . . . . . . . . . . . . .
          . . . . .
                    Performance Data  . . . . . . . . . . . . . . . . . . .
          . . . . .
                    How to Buy Shares . . . . . . . . . . . . . . . . . . .
          . . . . .
                    How Your Purchase Price is Determined . . . . . . . . .
          . . . . .
                    How Each Fund Values Its Shares . . . . . . . . . . . .
          . . . . .
                    Initial Sales Charge Alternative - Class A Shares . . .
          . . . . .
                    Contingent Deferred Sales Charge - Class A Shares . . .
          . . . . .
                         Waiver of Contingent Deferred Sales Charge . . . .
          . . . . .
                    Qualifying for a Reduced Sales Charge . . . . . . . . .
          . . . . .
                         Rights of Accumulation (ROA) . . . . . . . . . . .
          . . . . .
                         Letter of Intent (LOI) . . . . . . . . . . . . . .
          . . . . .
                         Purchases of Class A Shares At Net Asset Value . .
          . . . . .
                    Contingent Deferred Sales Charge Alternative - Class B
          and Class
                    C Shares  . . . . . . . . . . . . . . . . . . . . . . .
          . . . . .
                         Conversion of Class B Shares . . . . . . . . . . .
          . . . . .
                         Waiver of Contingent Deferred Sales Charge . . . .
          . . . . .













                         Arrangements with Broker-Dealers and Others  . . .
          . . . . .
                    How to Redeem Shares  . . . . . . . . . . . . . . . . .
          . . . . .
                    Minimum Account Balance Requirements  . . . . . . . . .
          . . . . .
                    Signature Guarantees  . . . . . . . . . . . . . . . . .
          . . . . .
                    Choosing a Distribution Option  . . . . . . . . . . . .
          . . . . .
                    Tax Identification Number . . . . . . . . . . . . . . .
          . . . . .
                    Certificates  . . . . . . . . . . . . . . . . . . . . .
          . . . . .
                    Exchange Privilege  . . . . . . . . . . . . . . . . . .
          . . . . .
                    Reinvestment Privilege  . . . . . . . . . . . . . . . .
          . . . . .
                    Systematic Withdrawal Plan  . . . . . . . . . . . . . .
          . . . . .
                    Automatic Investment Method . . . . . . . . . . . . . .
          . . . . .
                    Consolidated Account Statements . . . . . . . . . . . .
          . . . . .
                    Retirement Plans  . . . . . . . . . . . . . . . . . . .
          . . . . .
                    Shareholder Inquiries . . . . . . . . . . . . . . . . .
          . . . . .

























                       BOARD OF TRUSTEES               TRANSFER AGENT












                       John S. Anderegg, Jr.           Mackenzie Ivy
          Investor
                       Paul H. Broyhill                Services Corp.
                          Stanley Channick             P.O. Box 3022
                       Frank W. DeFriece, Jr.          Boca Raton, FL
                          Roy J. Glauber               33431-0922
                       Michael G. Landry               1-800-777-6472
                       Michael R. Peers
                       Joseph G. Rosenthal             AUDITORS
                       Richard N. Silverman            Coopers & Lybrand
          L.L.P.
                       J. Brendan Swan                 Ft. Lauderdale, FL

                       OFFICERS                        INVESTMENT MANAGER
                       Michael G. Landry,              Ivy Management, Inc.
                       President                       700 South Federal
          Highway
                       Keith J. Carlson, Vice          Boca Raton, FL 33432
                       President                       1-800-456-5111
                       C. William Ferris
                       Secretary/Treasurer             DISTRIBUTOR
                       Michael R. Peers, Chairman      Mackenzie Ivy Funds
                                                       Distribution, Inc.
                       LEGAL COUNSEL                   Via Mizner Financial
          Plaza
                       Dechert Price & Rhoads          700 South Federal
          Highway
                       Boston, MA                      Boca Raton, FL 33432
                                                       1-800-456-5111
                       CUSTODIAN
                       Brown Brothers Harriman &
                       Co.
                       Boston, MA
















































                    SCHEDULE OF FEES

                                     SHAREHOLDER TRANSACTION EXPENSES[#]


                                             CLASS A   CLASS B    CLASS C  
          CLASS I

                     Maximum sales load
                     imposed on purchases
                     (as a percentage of
                     offering price) . . .   5.75%(1)  None       None     
          None

                     Maximum contingent
                     deferred sales charge
                     (as a percentage of
                     original purchase
                     price)  . . . . . . .   None(2)   5.00%(3)   1.00%(4) 
          None


                    [#]  None of the Funds charge a redemption fee, an
          exchange fee,
                         or a sales load on reinvested dividends.
                    (1)  Class A shares of the Funds may be purchased under
          a variety
                         of plans that provide for the reduction or
          elimination of
                         the sales charge.
                    (2)  A contingent deferred sales charge may apply to
          the
                         redemption of Class A shares that are purchased
          without an
                         initial sales charge. See "Purchases of Class A
          Shares at
                         Net Asset Value" and "Contingent Deferred Sales
          Charge --
                         Class A Shares."












                    (3)  The maximum contingent deferred sales charge on
          Class B
                         shares applies to redemptions during the first
          year after
                         purchase. The charge declines to 4% during the
          second year;
                         3% during the third and fourth years; 2% during
          the fifth
                         year; 1% during the sixth year; and 0% in the
          seventh year
                         and thereafter.
                    (4)  The maximum contingent deferred sales charge on
          Class C
                         shares applies to redemptions during the first
          year after
                         purchase.    




























                                       ANNUAL FUND OPERATING EXPENSES
                                  (as a percentage of daily net assets)

                    IVY CANADA FUND

                                                 CLASS A    CLASS B   
          CLASS C[#]

                     Management Fees(1)  . . .   0.52%      0.52%     
          0.52%












                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . .   0.40%      1.00%(2)  
          1.00%(2)

                     Other Expenses  . . . . .   1.98%      1.98%     
          1.98%
                     Total Fund Operating
                     Expenses  . . . . . . . .   2.90%*     3.50%*(3) 
          3.50%*(3)

                    *    Total Fund Operating Expenses reflect expense
          reimbursement
                         by Ivy Management, Inc. ("IMI").  Without expense
                         reimbursement, Total Fund Operating Expenses for
          Class A
                         would have been 3.23%, and for Class B and Class C
          would
                         have been 3.83%.


                    IVY CHINA REGION FUND

                                                 CLASS A  CLASS B    CLASS
          C[#]
                                                            
                     Management Fees(1)  . . .   0.47%    0.47%      0.47%
                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . .   0.25%    1.00%(2)  
          1.00%(2)

                     Other Expenses  . . . . .   1.48%    1.48%      1.48%
                     Total Fund Operating
                     Expenses  . . . . . . . .   2.20%*   2.95%*(3) 
          2.95%*(3)

                    *    Total Fund Operating Expenses reflect voluntary
          expense
                         reimbursement by IMI.  Without expense
          reimbursement,  Total
                         Fund Operating Expenses for Class A would have
          been 2.73%,
                         and for Class B and Class C would have been 3.48%.







































                    IVY GLOBAL FUND

                                                 CLASS A   CLASS B    
          CLASS C[#]

                     Management Fees(1)  . . .   0.74%     0.74%      
          0.74%
                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . .   0.25%     1.00%(2)   
          1.00%(2)

                     Other Expenses  . . . . .   1.21%     1.21%      
          1.21%
                     Total Fund Operating
                     Expenses  . . . . . . . .   2.20%*    2.95%*(3)  
          2.95%*(3)

                    *    Total Fund Operating Expenses reflect voluntary
          expense
                         reimbursement by IMI.  Without expense
          reimbursement,  Total
                         Fund Operating Expenses for Class A would have
          been 2.46%,
                         and for Class B and Class C would have been 3.21%.


                    IVY INTERNATIONAL FUND

                                           CLASS A   CLASS B    CLASS C[#] 
          CLASS I  
                                                                            
           
                     Management Fees . . . 1.00%     1.00%      1.00%      
          1.00% 

                     12b-1
                     Service/Distribution
                     Fees  . . . . . . . . 0.08%(4)  1.00%(2)   1.00%(2)   
          0.00%












                     Other Expenses  . . . 0.44%     0.44%      0.44%      
          0.35%(5)
                     Total Fund Operating
                     Expenses  . . . . . . 1.52%     2.44%(3)   2.44%(3)   
          1.35%    
                                                                            




































                    IVY LATIN AMERICA STRATEGY FUND AND IVY NEW CENTURY
          FUND


                                                CLASS A   CLASS B    CLASS
          C
                                                            
                     Management Fees(1)  . . .  0.00%     0.00%      0.00%
                     12b-1 Service/Distribution
                     Fees  . . . . . . . . . .  0.25%     1.00%(2)  
          1.00%(2)













                     Other Expenses  . . . . .  1.95%     1.95%      1.95%
                     Total Fund Operating
                     Expenses  . . . . . . . .  2.20%*    2.95%*(3) 
          2.95%*(3)

                    *    Total Fund Operating Expenses reflect voluntary
          expense
                         reimbursement by IMI.  Without expense
          reimbursement, Total
                         Fund Operating Expenses for Ivy Latin America
          Strategy Fund
                         would have been 9.26% for Class A and 10.01% for
          Class B and
                         Class C, and Ivy New Century Fund would have been
          7.18% for
                         Class A and 7.93% for Class B and Class C.
                    ___________________________

                    [#]  The inception date for Class C shares is April 30,
          1996. 
                         Accordingly, the expenses shown are estimated
          based on
                         amounts incurred by Class B shares of the Fund
          during the
                         fiscal year ended December 31, 1995.
                    (1)  Management Fees reflect expense reimbursements
          (see note
                         appearing directly below above tables, where
          applicable). 
                         Without expense reimbursements, the Management Fee
          for each
                         class would have been 0.85% for Ivy Canada Fund
          and 1.00%
                         for Ivy China Region Fund, Ivy Global Fund, Ivy
          Latin
                         America Strategy Fund and Ivy New Century Fund.
                    (2)  Long-term investors may, as a result of the Fund's
          12b-1
                         fees, pay more than the economic equivalent of the
          maximum
                         front-end sales charge permitted by the NASD's
          Rules of Fair
                         Practice.
                    (3)  Total Fund Operating Expenses for Class B and
          Class C shares
                         are generally higher than related expenses for
          mutual funds
                         whose investment objectives are similar to those
          of the
                         Fund.
                    (4)  Rule 12b-1 Service Fees paid by Class A shares may
          increase
                         in subsequent years, but are subject to a ceiling
          of 0.25%.












                    (5)  Class I shares of Ivy International Fund bear
          lower
                         administrative service fees and transfer agency
          and
                         shareholder services fees than the other
          classes.    






















                                                 EXAMPLES

                         Each of the following tables lists the expenses
          that an
                    investor would pay on a $1,000 investment, assuming (1)
          5% annual
                    return and (2) except as otherwise noted, redemption at
          the end
                    of each time period. These examples further assume
          reinvestment
                    of all dividends and distributions, and that the
          percentage
                    amounts under "Total Fund Operating Expenses" (above)
          remain the
                    same each year.  THE FOLLOWING FIGURES SHOULD NOT BE
          CONSIDERED A
                    REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL
          EXPENSES MAY BE
                    HIGHER OR LOWER THAN THOSE SHOWN.    

                       IVY CANADA FUND

                                          1 YEAR    3 YEARS   5 YEARS  10
          YEARS

                     Class A Shares* . .  $85       $142      $202     $361












                     Class B Shares  . .  $85(1)    $137(2)   $202(3) 
          $364(4)

                     Class B Shares (no
                       redemption) . . .  $35       $107      $182    
          $364(4)
                     Class C Shares  . .  $____(5)  $______   $______ 
          $______
                     Class C Shares (no
                       redemption) . . .  $_____    $______   $______ 
          $______

                         These figures assume that the current voluntary
          limitation
                    for Ivy Canada Fund is in place for each of the time
          periods
                    indicated.  Ivy Management, Inc. ("IMI") as investment
          advisor,
                    has the right to terminate or revise this voluntary
          expense
                    limitation at any time, which may affect the results in
          years
                    one, three, five and ten in the preceding example.  If
          the
                    voluntary expense limitation is terminated, the
          expenses for the
                    one, three, five and ten year periods are estimated to
          be the
                    following:  for Class A - $88, $151, $217 and $390,
          respectively;
                    for Class B - $89, $147, $217 and $393, respectively;
          for Class C
                    - $_____, $_____, $_____ and $_____, respectively; for
          Class B
                    (no redemption) - $39, $117, $197 and $393,
          respectively; for
                    Class C (no redemption) - $_____, $_____, $_____ and
          $_____,
                    respectively.

                    IVY CHINA REGION FUND, IVY GLOBAL FUND, IVY LATIN
          AMERICA
                    STRATEGY FUND, IVY NEW CENTURY FUND

                                          1 YEAR    3 YEARS   5 YEARS  10
          YEARS

                     Class A Shares* . .  $79       $122      $169     $296

                     Class B Shares  . .  $80(1)    $121(2)   $175(3) 
          $309(4)
                     Class B Shares (no
                       redemption) . . .  $30       $91       $155    
          $309(4)












                     Class C Shares  . .  $____(5)  $______   $______ 
          $______
                     Class C Shares (no
                       redemption) . . .  $_____    $______   $______ 
          $______













                         These figures assume that the current voluntary
          expense
                    limitations for Ivy China Region Fund, Ivy Global Fund,
          Ivy Latin
                    America Strategy Fund and Ivy New Century Fund are in
          place for
                    each of the time periods indicated.  IMI, as investment
          advisor,
                    has the right to terminate or revise these voluntary
          expense
                    limitations at any time, which may affect the results
          in years
                    one, three, five and ten in the preceding example.  If
          the
                    voluntary expense limitation is terminated, the
          expenses for the
                    one, three, five and ten year periods are estimated to
          be the
                    following:

                         Ivy China Region Fund: for Class A - $84, $137,
          $194 and
                         $346, respectively; for Class B - $85, $137, $201
          and $359,
                         respectively; for Class C - $_____, $_____, $_____
          and
                         $_____, respectively; for Class B (no redemption)
          - $35,
                         $107, $181 and $359, respectively; for Class C (no
                         redemption) - $_____, $_____, $_____ and $_____,
                         respectively.

                         Ivy Global Fund: for Class A - $81, $130, $181 and
          $321,
                         respectively; for Class B - $82, $129, $188 and
          $334,












                         respectively; for Class C - $_____, $_____, $_____
          and
                         $_____, respectively; for Class B (no redemption)
          - $32,
                         $99, $168 and $334, respectively; for Class C (no
                         redemption) - $_____, $_____, $_____ and $_____,
                         respectively.

                         Ivy Latin America Strategy Fund: for Class A -
          $143, $303,
                         $450 and $765, respectively; for Class B - $148,
          $308, $461
                         and $774, respectively; for Class C - $_____,
          $_____, $_____
                         and $_____, respectively; for Class B (no
          redemption) - $98,
                         $278, $441 and $774, respectively; for Class C (no
                         redemption) - $_____, $_____, $_____ and $_____,
                         respectively.

                         Ivy New Century Fund: for Class A - $124, $254,
          $378 and
                         $665, respectively; for Class B - $128, $258, $388
          and $675,
                         respectively; for Class C - $_____, $_____, $_____
          and
                         $_____, respectively; for Class B (no redemption)
          - $78,
                         $228, $368 and $675, respectively; for Class C (no
                         redemption) - $_____, $_____, $_____ and $_____,
                         respectively.



































                    IVY INTERNATIONAL FUND

                                          1 YEAR    3 YEARS   5 YEARS  10
          YEARS

                     Class A Shares* . .  $72       $103      $136     $228 
           
                     Class B Shares  . .  $75(1)    $106(2)   $150(3) 
          $255(4)

                     Class B Shares (no
                     redemption) . . . .  $25       $76       $130    
          $255(4)
                     Class C Shares  . .  $____(5)  $______   $______ 
          $______
                     Class C Shares (no
                       redemption) . . .  $_____    $______   $______ 
          $______
                     Class I Shares[#] .  $14       $43       $74      $162


                    *    Assumes deduction of the maximum 5.75% initial
          sales charge
                         at the time of purchase and no deduction of a
          contingent
                         deferred sales charge at the time of redemption.
                    [#]  Class I Shares are not subject to an initial sales
          charge at
                         the time of purchase, nor are they subject to the
          deduction
                         of a contingent deferred sales charge at the time
          of
                         redemption.
                    (1)  Assumes deduction of a 5% contingent deferred
          sales charge
                         at the time of redemption.
                    (2)  Assumes deduction of a 3% contingent deferred
          sales charge
                         at the time of redemption.
                    (3)  Assumes deduction of a 2% contingent deferred
          sales charge
                         at the time of redemption.
                    (4)  With respect to Class B shares, assumes conversion
          to Class
                         A shares at the end of the eighth year, and
          therefore
                         reflects Class A expenses for years nine and
          ten.    


                         The purpose of the foregoing tables is to show the
          various
                    costs and expenses that an investor in each Fund will
          bear












                    directly or indirectly. The information presented in
          the tables
                    does not reflect the charge of $10.00 per transaction
          that would
                    apply if a shareholder elects to have redemption
          proceeds wired
                    to his or her bank account. For a more detailed
          discussion of the
                    Funds' fees and expenses, see the following sections of
          this
                    Prospectus: "Organization and Management of the Funds,"
          "Initial
                    Sales Charge Alternative -- Class A Shares,"
          "Contingent Deferred
                    Sales Charge Alternative -- Class B and Class C
          Shares," and "How
                    to Buy Shares," and the following section of the SAI:
          "Investment
                    Advisory and Other Services."    





















                    THE FUNDS' FINANCIAL HIGHLIGHTS

                         The information in the following tables (i) for
          all of the
                    Funds, other than Ivy International Fund, through
          December 31,
                    1995 and (ii) for Ivy International Fund for the years
          ended
                    December 31, 1992, 1993, 1994 and 1995 has been audited
          by
                    Coopers & Lybrand L.L.P., independent accountants. The
                    information for Ivy International Fund for the year
          ended













                    December 31, 1991 and prior periods has been audited by
          other
                    independent accountants. (Ivy Canada Fund and Ivy
          Global Fund
                    operated prior to their reorganization into the Trust
          on January
                    27, 1995 as Mackenzie Canada Fund (d/b/a Ivy Canada
          Fund) and
                    Mackenzie Global Fund (d/b/a Ivy Global Fund),
          respectively.) The
                    report of Coopers & Lybrand L.L.P. on the Funds'
          financial
                    statements appears in each Fund's Annual Report dated
          December
                    31, 1995, which are incorporated by reference into the
          SAI. Each
                    Fund's Annual Report contains further information about
          and
                    management's discussion of the Fund's performance, and
          is
                    available to shareholders upon request and without
          charge from
                    the Distributor at the address and phone number
          provided on the
                    cover of this Prospectus. The information presented
          below should
                    be read in conjunction with each Fund's financial
          statements and
                    the notes thereto.    

                         The inception date for Class C shares of the Funds
          is April
                    30, 1996. Accordingly, no financial information for
          these shares
                    is presented below.    


















































                       IVY CANADA FUND

                                                 CLASS A     CLASS B     
          CLASS A
                                                 FOR THE     FOR THE     
          FOR THE
                                                 YEAR        YEAR        
          SIX MONTHS
                                                 ENDED       ENDED       
          ENDED
                                                 DEC. 31,    DEC. 31,    
          DEC. 31,
                                                 1995        1995        
          1994

                    Net asset value,
                    beginning of period . . .    $ 8.90       $ 8.90      
          $ 9.85
                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss) . . . . . . . .      (.19)(a)     (.20)(a)    
          (.11)
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .       .75          .71        
          (.81)

                         Total from invest-
                         ment operations  . .       .56          .51        
          (.92)

                       Less distributions from:













                       Net investment income       --           --          
          --
                       Net realized gain  . .       .25          .20        
          --
                       Capital paid-in  . . .      --           --          
           .03

                         Total distributions        .25          .20        
           .03

                    Net asset value, end of
                    period  . . . . . . . . .    $ 9.21       $ 9.21      
          $ 8.90

                    Total return(%) . . . . .      6.37(c)      5.74(c)    
          (9.38)(d)
                    Ratios/supplemental data
                    Net assets, end of period
                    (in thousands)  . . . . .   $19,353       $1,142     
          $23,296
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .      2.90         3.50        
          2.44(b)
                       Without expense 
                       reimbursement(%) . . . . . .3.23         3.83        
           --
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .     (2.13)(a)    (2.73)(a)   
          (1.85)(b)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        21           21        
            36(b)































                                                                       
          CLASS B
                                                                        FOR
          THE
                                                CLASS B     CLASS A    
          PERIOD
                                                FOR THE     FOR THE    
          APRIL 1,
                                                SIX MONTHS  YEAR       
          1994
                                                ENDED       ENDED      
          (COMMENCE-
                                                DEC. 31,    JUNE 30,   
          MENT) TO
                                                1994        1994       
          JUNE 30, 1994

                    Net asset value,
                    beginning of period . . .     9.85      $ 10.04      $
          10.16
                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss) . . . . . . . .     (.09)        (.11)       
          (.02)
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .     (.86)         .24        
          (.29)

                         Total from invest-
                         ment operations  . .     (.95)         .13        
          (.31)

                       Less distributions from:
                       Net investment income      --           --          
          --
                       Net realized gain  . .     --            .31        
          --
                       Capital paid-in  . . .     --            .01        
          --  

                         Total distributions      --            .32        
          --  

                    Net asset value, end of
                    period  . . . . . . . . .   $ 8.90       $ 9.85       $
          9.85

                    Total return(%) . . . . .    (9.64)(d)     1.05(c)    
          (3.05)(d)
                    Ratios/supplemental data
                    Net assets, end of period












                    (in thousands)  . . . . .    $ 741      $34,549       
          $ 227
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .    --            --         
          --
                       Without expense
                       reimbursement(%) . . . . . .            3.03(b)     
          2.05
                    2.68(b)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .    (2.44)(b)    (1.09)      
          (1.72)(b)
                    Portfolio turnover
                    rate(%) . . . . . . . . .       36           62         
           62(b)

















                                                          CLASS A           
              
                                                                        FOR
          THE EIGHT
                                                   FOR THE YEAR        
          MONTHS ENDED
                                                   ENDED JUNE 30,      
          JUNE 30,   
                                                   1993      1992      
          1991     

                    Net asset value,
                    beginning of period . . .    $ 7.43      $ 8.89     $
          8.55
                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss) . . . . . . . .      (.01)       (.12)     
          (.03)












                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .      3.35       (1.34)      
          .41

                         Total from invest-
                         ment operations  . .      3.34       (1.46)      
          .38

                       Less distributions from:
                       Net investment income       --          --        
          --
                       Net realized gain  . .       .73        --         
          .04
                       Capital paid-in  . . .      --          --        
          --  

                         Total distributions        .73        --         
          .04

                    Net asset value, end of
                    period  . . . . . . . . .   $ 10.04      $ 7.43     $
          8.89

                    Total return(%) . . . . .     47.10(c)   (16.42)(c) 
          (6.59)(b)(c)
                    Ratios/supplemental data
                    Net assets, end of period
                    (in thousands)  . . . . .   $30,971     $11,280   
          $14,369
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .     --           --        --
                       Without expense
                       reimbursement(%) . . .      2.63        2.70      
          2.78(b)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .     (1.41)      (1.39)     
          (.52)(b)
                    Portfolio turnover
                    rate(%) . . . . . . . . .        32           2         
          4(b)
































                                                              CLASS A      
                                                                      FOR
          THE PERIOD
                                                                      NOV.
          18, 1987
                                                 FOR THE YEAR        
          (COMMENCEMENT)
                                                 ENDED OCT. 31,       TO
          OCT. 31,
                                                 1990       1989      1988  
            

                    Net asset value,
                    beginning of period . . .   $ 10.53     $ 10.15     $
          9.50*
                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss) . . . . . . . .       .02         .15(a)    
          .17(a)
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .     (1.98)        .50       
          .57

                         Total from invest-
                         ment operations  . .     (1.96)        .65       
          .74

                       Less distributions from:
                       Net investment income        .02         .24       
          .07
                       Net realized gain  . .     --            .03       
          .02
                       Capital paid-in  . . .     --          --  

                         Total distributions        .02         .27       
          .09

                    Net asset value, end of
                    period  . . . . . . . . .    $ 8.55     $ 10.53    $
          10.15












                    Total return(%) . . . . .    (18.69)(c)    6.41(c)   
          8.15(b)(c) 
                    Ratios/supplemental data
                    Net assets, end of period
                    (in thousands)  . . . . .    $14,268    $16,807   
          $5,360
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .     --           2.36      
          1.91(b)
                       Without expense
                       reimbursement(%) . . .      2.89        3.14      
          5.05(b) 
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .       .16        1.57      
          1.86(b)
                    Portfolio turnover
                    rate(%) . . . . . . . . .         0           2         
          3
                    ____________________________

                    (a)  Net investment income (loss) is net of expense
          reimbursement
                         from Manager.
                    (b)  Annualized.
                    (c)  Total return does not reflect a sales charge.
                    (d)  Total return represents aggregate total and does
          not reflect
                         a sales charge.












                    *  Price at inception excluding sales charge.
                    **   Shares of the Fund outstanding as of March 31,
          1994 were
                         designated Class A shares of the Fund.    





















































































                       IVY CHINA REGION FUND
                                                         CLASS A            
             
                                                                        FOR
          THE
                                                                       
          PERIOD OCT.
                                                FOR THE     FOR THE     23,
          1993
                                                YEAR        YEAR       
          (COMMENCE-
                                                ENDED       ENDED      
          MENT) TO
                                                DEC. 31,    DEC. 31,   
          DEC. 31,
                                                1995        1994       
          1993     

                    Net asset value,
                    beginning of period . . .   $ 8.61      $ 11.55      $
          10.00
                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss)(a)  . . . . . .      .14          .05        
          (.01)
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .     (.01)       (2.91)       
          1.57

                         Total from invest-
                         ment operations  . .      .13        (2.86)       
          1.56

                       Less distributions from:
                       Net investment income       .14          .05       
          --
                       In excess of net
                       investment income  . .       --          .03       
          --
                       In excess of net
                       realized gain  . . . .      .02           --       
          --
                       Capital paid-in  . . .       --            --        
          .01  

                         Total distributions       .16          .08         
          .01

                    Net asset value, end of
                    period  . . . . . . . . .   $ 8.58       $ 8.61      $
          11.55












                    Total return(%) . . . . .     1.59(b)    (24.88)(b)   
          15.65(c)

                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .    $12,855     $13,180     $
          8,371
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .     2.20         2.20        
          1.98(d)
                       Without expense
                       reimbursement(%) . . .     2.73         2.76        
          2.45(d)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%)(a)  .     1.61          .55        
          (.91)(d)
                    Portfolio turnover
                    rate(%) . . . . . . . . .       25           4         
          0













                                                         CLASS B            
             
                                                                        FOR
          THE
                                                                       
          PERIOD OCT.
                                                FOR THE     FOR THE     23,
          1993
                                                YEAR        YEAR       
          (COMMENCE-
                                                ENDED       ENDED      
          MENT) TO
                                                DEC. 31,    DEC. 31,   
          DEC. 31,
                                                1995        1994       
          1993     
                    Net asset value,
                    beginning of period . . .   $ 8.61      $ 11.55      $
          10.00












                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss)(a)  . . . . . .      .08         (.02)       
          (.02)
                       Net gain (loss) on
                       investment transactions 
                       (both realized and
                       unrealized)  . . . . .     (.02)       (2.92)       
          1.57

                         Total from invest-
                         ment operations  . .      .06        (2.94)       
          1.55

                       Less distributions from:
                       Net investment income       .08        --          
          --
                       In excess of net
                       realized gain  . . . .      .01        --          
          --

                         Total distributions       .09         --         
          --   

                    Net asset value, end of
                    period  . . . . . . . . .   $ 8.58       $ 8.61      $
          11.55

                    Total return(%) . . . . .      .83(b)    (24.45)(b)   
          15.50(c)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .   $  6,905     $ 7,336     $
          3,565
                    Ratio of expenses to
                    average daily net assets:
                       With expense
                       reimbursement(%) . . .     2.95         2.95        
          2.74(d)
                       Without expense
                       reimbursement(%) . . .     3.48         3.51        
          3.20(d)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) (a) .      .86         (.20)      
          (1.66)(d)
                    Portfolio turnover rate(%)      25           4         
          0
                    _________________

                    (a)  Net investment income (loss) is net of expense
          reimbursed by
                         Manager.












                    (b)  Total return does not reflect a sales charge.
                    (c)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.
                    (d)  Annualized.    












                       IVY GLOBAL FUND

                                                    CLASS A           CLASS
          B
                                                        FOR THE YEAR ENDED
                                                           DECEMBER 31,     

                                                       1995            1995


                    Net asset value,
                    beginning of period . . .         $ 11.23       $ 
          11.23

                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss)(a)  . . . . . .             .09          --
                       Net gain (loss) on
                       investments (both realized
                       and unrealized)  . . .            1.25          
          1.25

                       Total from invest-
                       ment operations  . . .            1.34          
          1.25

                       Less distributions from:
                       Net investment income              .04            
          --
                       Net realized gain  . .             .49           
          .45
                       In excess of net realized
                       gain . . . . . . . . .             .07           
          .06
                       Capital paid-in  . . .              --            
          --












                         Total distributions              .60           
          .51

                    Net asset value, end of
                    period  . . . . . . . . .         $ 11.97       $ 
          11.97

                    Total return(%) . . . . .           12.08(e)      
          11.25(e)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .         $21,264       $ 
          4,811
                    Ratio of expenses to
                    average daily net
                    assets:
                       With expense
                       reimbursement(%) . . .            2.20          
          2.95
                       Without expense
                       reimbursement(%) . . .            2.46          
          3.21
                    Ratio of net investment
                    income to average daily
                    net assets (%)(a) . . . .             .71          
          (.04)
                    Portfolio turnover
                    rate(%) . . . . . . . . .              53            
          53

















                                                    CLASS A           CLASS
          B
                                                        FOR THE SIX MONTHS
                                                         ENDED DECEMBER 31, 

                                                       1994            1994














                    Net asset value,
                    beginning of period . . .         $ 11.52       $ 
          11.52

                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss)(a)  . . . . . .              --          
          (.03)
                       Net gain (loss) on
                       investments (both realized
                       and unrealized)  . . .            (.10)         
          (.12)

                       Total from invest-
                       ment operations  . . .            (.10)         
          (.15)

                       Less distributions from:
                       Net investment income               --            --
                       Net realized gain  . .             .09           
          .08
                       In excess of net
                       realized gain  . . . .              --            --
                       Capital paid-in  . . .             .10           
          .06

                         Total distributions              .19           
          .14

                    Net asset value, end of
                    period  . . . . . . . . .         $ 11.23       $ 
          11.23

                    Total return(%) . . . . .           (1.00)(f)     
          (1.37)(f)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .        $ 19,327        $ 
          2,956
                    Ratio of expenses to
                    average daily net
                    assets:
                       With expense
                       reimbursement(%) . . .            2.20(b)       
          2.95(b)
                       Without expense
                       reimbursement(%) . . .            2.34(b)       
          3.09(b)
                    Ratio of net investment
                    income to average daily
                    net assets (%)(a) . . . .            (.06)(b)      
          (.81)(b)
                    Portfolio turnover












                    rate(%) . . . . . . . . .              23(b)        
          23(b)



















                                                  CLASS A           CLASS B 
            
                                                                    FOR THE
          PERIOD
                                                                    APRIL
          1, 1994
                                                  FOR THE YEAR     
          (COMMENCEMENT)
                                                  ENDED JUNE 30,    TO JUNE
          30,
                                                  1994              1994    


                    Net asset value,
                    beginning of period . . .         $ 10.62          $ 
          12.12

                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss)(a)  . . . . . .             --              
          (.01)
                       Net gain (loss) on
                       investments (both realized
                       and unrealized)  . . .            1.79             
          (.04)

                       Total from invest-
                       ment operations  . . .            1.79             
          (.05)

                       Less distributions from:













                       Net investment income              .01               
          --
                       Net realized gain  . .             .88              
          .55
                       In excess of net
                       realized gain  . . . .             --                
          --
                       Capital paid-in  . . .             --                
          --

                         Total distributions              .89              
          .55

                    Net asset value, end of
                    period  . . . . . . . . .         $ 11.52          $ 
          11.52

                    Total return(%) . . . . .           16.71(e)          
          (.38)(f)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .        $17,393           $   
          376
                    Ratio of expenses to
                    average daily net
                    assets:
                       With expense
                       reimbursement(%) . . .            2.20             
          2.95(b)
                       Without expense
                       reimbursement(%) . . .            2.42             
          3.17(b)
                    Ratio of net investment
                    income to average daily
                    net assets(%)(a)  . . . .             .01             
          (.74)(b)
                    Portfolio turnover
                    rate(%) . . . . . . . . .              85               
          85




























                                                             CLASS A        
               
                                                    FOR THE YEAR ENDED JUNE
          30,   
                                                 1993         1992      
          1991(D)

                    Net asset value,
                    beginning of period .      $ 10.55     $   9.40    $
          10.00*

                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss)(a)  . . . .          .03          .06       
          .02
                       Net gain (loss) on
                       investments (both
                       realized and
                       unrealized)  . . .          .44         1.79      
          (.61)

                       Total from invest-
                       ment operations  .          .47         1.85      
          (.59)

                       Less distributions from:
                       Net investment income       .03          .06       
          .01
                       Net realized gain           .37          .62        
          --
                       In excess of net
                       realized gain  . .           --           --        
          --
                       Capital paid-in  .           --          .02        
          --

                         Total distributions       .40          .70       
          .01

                    Net asset value, end of
                    period  . . . . . . .      $ 10.62     $  10.55    $ 
          9.40

                    Total return (%)  . .         4.54(e)     19.91(e) 
          (24.65)(b)(e)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . .      $12,391     $  8,780    $
          1,667
                    Ratio of expenses to
                    average daily net
                    assets:












                       With expense
                       reimbursement(%) .         1.95         2.02      
          2.50(b)
                       Without expense
                       reimbursement(%) .         2.76         2.97     
          11.70(b)
                    Ratio of net investment
                    income to average daily
                    net assets (%)(a) . .          .38          .82       
          .81(b)
                    Portfolio turnover
                    rate(%) . . . . . . .           67           59        
          24(b)

                    ___________________

                    (a)  Net investment income is net of expense
          reimbursements from
                         Manager.
                    (b)  Annualized.
                    (c)  Effective November 2, 1991 MIMI voluntarily
          reimburses the












                         Fund for expenses (excluding 12b-1 fees) in excess
          of 1.95%
                         of its average daily net assets.  Prior to
          November 1, 1991
                         the reimbursement rate was 2.35%.  The voluntary
          portion of
                         the expense reimbursement may be terminated or
          revised at
                         any time.
                    (d)  April 18, 1991 (commencement) to June 30, 1991.
                    (e)  Total return does not reflect a sales charge.
                    (f)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.
                     *   Price at inception excluding sales charge.
                    **   Shares of the Fund outstanding as of March 31,
          1994 were
                         redesignated Class A shares of the Fund.    

































































                       IVY INTERNATIONAL FUND














                                                                 CLASS A    
                 
                                                     FOR THE YEAR ENDED
          DECEMBER 31,
                                                      1995       1994      
          1993

                    Net asset value,
                    beginning of period . . . .     $  27.60    $  27.71  
          $  18.88
                       Income (loss) from
                       investment operations:
                       Net investment income  .          .25         .07    
             .12
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . . .         3.22        1.01    
            9.01

                         Total from investment
                         operations . . . . . .         3.47        1.08    
            9.13

                       Less distributions from:
                       Net investment income  .          .25         .07    
             .08
                       Net realized gain  . . .          .12        1.11    
             .22
                       In excess of net realized
                       gain . . . . . . . . . .          .03          --    
              --
                       Capital Paid-in  . . . .           --         .01    
              --

                         Total distributions  .          .40        1.19    
             .30

                    Net asset value, end of
                    period  . . . . . . . . . .      $ 30.67    $  27.60  
          $  27.71

                    Total return(%)(d)  . . . .        12.65        3.92    
           48.37
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . . .      $475,989   $229,586  
          $172,539
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . . .         1.52        1.58    
            1.61
                    Ratio of net investment
                    income to average daily












                    net assets(%) . . . . . . .          .97         .30    
             .56
                    Portfolio turnover
                    rate(%) . . . . . . . . . .            6           7    
              19























                                                                 CLASS A    
                 
                                                     FOR THE YEAR ENDED
          DECEMBER 31,
                                                      1992       1991      
          1990

                    Net asset value,
                    beginning of period . . . .     $  19.37    $  16.98  
          $  20.31
                       Income (loss) from
                       investment operations:
                       Net investment income  .          .27(a)      .26    
             .50
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . . .         (.26)       2.61    
           (3.13)

                         Total from investment
                         operations . . . . . .          .01        2.87    
           (2.63)

                       Less distributions from:













                       Net investment income  .          .27         .26    
             .51
                       Net realized gain  . . .          .23         .22    
             .19
                       In excess of net
                       realized gain  . . . . .           --          --    
              --
                       Capital Paid-in  . . . .           --          --    
              --

                         Total distributions  .          .50         .48    
             .70

                    Net asset value, end of
                    period  . . . . . . . . . .     $  18.88    $  19.37  
          $  16.98

                    Total return(%)(d)  . . . .          .07       16.93    
          (12.97)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . . .     $109,637    $ 97,486  
          $ 64,651
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . . .         1.71(b)     1.64    
            1.66
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . . .         1.36(a)     1.50    
            2.50
                    Portfolio turnover
                    rate(%) . . . . . . . . . .           20          27    
              29




































                                                                 CLASS A    
                 
                                                     FOR THE YEAR ENDED
          DECEMBER 31,
                                                      1989       1988      
          1987

                    Net asset value,
                    beginning of period . . . .     $  16.62    $  12.90  
          $  12.40
                       Income (loss) from
                       investment operations:
                       Net investment income  .          .27         .12    
             .04
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . . .         4.43        3.71    
            2.38

                         Total from investment
                         operations . . . . . .         4.70        3.83    
            2.42

                       Less distributions from:
                       Net investment income  .          .17         .11    
             .05
                       Net realized gain  . . .          .84          --    
            1.87
                       In excess of net
                       realized gain  . . . . .           --          --    
              --
                       Capital Paid-in  . . . .           --          --    
              --

                         Total distributions  .         1.01         .11    
            1.92

                    Net asset value, end of
                    period  . . . . . . . . . .     $  20.31    $  16.62  
          $  12.90

                    Total return(%)(d)  . . . .        28.26       29.72    
           19.51
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . . .     $ 58,469    $ 23,637  
          $ 21,146
                    Ratio of expenses to
                    average daily net












                    assets(%) . . . . . . . . .         1.80        1.93    
            1.88
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . . .         1.20         .80    
             .40
                    Portfolio turnover
                    rate(%) . . . . . . . . . .           23          45    
              47

























                                                     CLASS A      
                                                     FOR THE YEAR ENDED
                                                     DECEMBER 31,  
                                                     1986

                    Net asset value,
                    beginning of period . . . .     $  10.07
                       Income (loss) from
                       investment operations:
                       Net investment income  .          .03
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . . .         2.37

                         Total from investment
                         operations . . . . . .         2.40

                       Less distributions from:
                       Net investment income  .          .07












                       Net realized gain  . . .           --
                       In excess of net
                       realized gain  . . . . .           --
                       Capital Paid-in  . . . .           --

                         Total distributions  .          .07

                    Net asset value, end of
                    period  . . . . . . . . . .     $  12.40

                    Total return(%)(d)  . . . .        11.21(e)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . . .     $  9,587
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . . .         2.00
                    Ratio of net investment
                    income to average daily
                    net assets(%) . . . . . . .          .30
                    Portfolio turnover
                    rate(%) . . . . . . . . . .           20
























                                                           CLASS B          

                                                                        FOR
          THE
                                                                       
          PERIOD OCT.
                                                FOR THE     FOR THE     23,
          1993












                                                YEAR        YEAR       
          (COMMENCE-
                                                ENDED       ENDED      
          MENT) TO
                                                DEC. 31,    DEC. 31,   
          DEC. 31,
                                                1995        1994       
          1993     

                    Net asset value,
                    beginning of period . . . $  27.60     $  27.71     $ 
          25.86
                       Income (loss) from
                       investment operations:
                       Net investment income
                       (loss) . . . . . . . .      .01         (.10)       
          (.01)
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .     3.20          .91        
          2.12

                         Total from investment
                         operations . . . . .                               
                   3.21          .81         2.11

                       Less distributions from:
                       Net investment income       .01           --         
          .04
                       Net realized gain  . .      .10          .90         
          .22
                       In excess of net realized
                       gain . . . . . . . . .      .03        --            
           --
                       Capital Paid-in  . . .        --         .02         
           --

                         Total distributions       .14          .92         
          .26

                    Net asset value, end of
                    period  . . . . . . . . .  $ 30.67      $ 27.60      $
          27.71

                    Total return(%) . . . . .    11.62(d)      2.96(d)     
          7.65(f)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .  $ 74,650     $ 30,143     $ 
          2,846
                    Ratio of expenses to
                    average daily net













                    assets(%) . . . . . . . .     2.44         2.50        
          2.59(c)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .      .05         (.62)       
          (.42)(c)
                    Portfolio turnover
                    rate(%) . . . . . . . . .         6            7        
            19



















                                                             CLASS I
                                                                   FOR THE
          PERIOD
                                                                   OCT. 6,
          1993
                                                  FOR THE YEAR    
          (COMMENCEMENT)
                                                  ENDED DEC. 31,   TO DEC.
          31.
                                                  1995             1994

                    Net asset value,
                    beginning of period . . .        $  27.60        $ 
          29.06
                    Income (loss) from
                       investment operations:
                       Net investment income
                       (loss) . . . . . . . .             .30            
          .03
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .            3.22           
          (.49)

                         Total from investment












                         operations . . . . .            3.52           
          (.46)

                       Less distributions from:
                       Net investment income              .30            
          .03
                       Net realized gain  . .             .12            
          .92
                       In excess of net realized
                       gain . . . . . . . . .             .03            
          --
                       Capital Paid-in  . . .              --            
          .05

                         Total distributions              .45           
          1.00

                    Net asset value, end of
                    period  . . . . . . . . .        $  30.67        $ 
          27.60

                    Total return(%) . . . . .           12.85(d)       
          (1.64)(f)
                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . .        $ 13,020          $ 
          4,921
                    Ratio of expenses to
                    average daily net
                    assets(%) . . . . . . . .            1.35           
          1.41(c)
                    Ratio of net investment
                    income (loss) to average
                    daily net assets(%) . . .            1.14            
          .47(c)
                    Portfolio turnover
                    rate(%) . . . . . . . . .               6               
           7
                    _________________________

                    (a)  Net investment income is net of expense
          reimbursements from
                         IMI.
                    (b)  The ratio of expenses to average daily net assets
          is net of
                         expense reimbursements from IMI.  If IMI had not
          reimbursed
                         expenses during the year ended December 31, 1992,
          the ratio
                         of expenses to average daily net assets would have
          been
                         1.80%.























                    (c)  Annualized.
                    (d)  Total return does not reflect a sales charge.
                    (e)  For the period 4/1/86 through 12/31/86.
                    (f)  Total return represents aggregate total return
          (not
                         annualized) and does not reflect a sales charge.

                      *  Ivy International Fund's subadviser is Northern
          Cross
                         Investments Limited.  Ivy International Fund has
          had the
                         following subadvisers:  Boston Overseas Investors,
          Inc.,
                         from 7/1/90 through 3/31/93; and Marsh &
          Cunningham, from
                         11/15/85 through 6/30/90.    


































































                       IVY LATIN AMERICA STRATEGY FUND

                                                              CLASS A
                                                                    FOR THE
          PERIOD
                                                                    NOV. 1,
          1994
                                                  FOR THE YEAR     
          (COMMENCEMENT)
                                                  ENDED DEC. 31,    TO DEC.
          31,
                                                  1995              1994

                    Net asset value,
                    beginning of period . . . . .    $   8.37     $    
          10.00
                      Loss from investment 
                      operations:
                      Net investment income (a) .         .01            
          --
                      Net loss on investment 
                      transactions (both 
                      realized and unrealized)  .       (1.45)         
          (1.63)

                      Total from investment
                      operations  . . . . . . . .       (1.44)         
          (1.63)













                      Less distributions from:
                      Capital paid-in . . . . . .         .05            
          --         

                        Total distributions . . .         .05            
          --

                    Net asset value, end of
                    period  . . . . . . . . . . .    $   6.88     $     
          8.37

                    Total return(%) . . . . . . .      (17.28)(c)     
          (16.10)(b)

                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . . . .    $  2,015     $      
          571
                    Ratio of expenses to average 
                    daily net assets
                      With expense reimbursement
                      and fees paid indirectly
                      (%)(e)  . . . . . . . . . .        2.20           
          2.20(d)
                      Without expense reim-
                      bursement and fees paid
                      indirectly(%)(e)  . . . . .        9.26          
          16.22(d)
                    Ratio of net investment
                    income to average daily
                    net assets(%)(a)  . . . . . .         .22            
          .21(d)
                    Portfolio turnover rate(%)  .          45             
          82(d)
































                                                              CLASS B
                                                                    FOR THE
          PERIOD
                                                                    NOV. 1,
          1994
                                                  FOR THE YEAR     
          (COMMENCEMENT)
                                                  ENDED DEC. 31,    TO DEC.
          31,
                                                  1995              1994    


                    Net asset value,
                    beginning of period . . . . .    $   8.37     $    
          10.00
                      Loss from investment 
                      operations:
                      Net investment loss (a) . .        (.02)          
          (.01)                                                             
                       
                      Net loss on investment 
                      transactions (both 
                      realized and unrealized)  .       (1.47)         
          (1.62)

                        Total from investment
                        operations  . . . . . . .       (1.49)         
          (1.63)

                    Net asset value, end of
                    period  . . . . . . . . . . .    $   6.88     $     
          8.37

                    Total return(%) . . . . . . .      (17.90)(c)     
          (16.20)(b)

                    Ratios/supplemental data:
                    Net assets, end of period
                    (in thousands)  . . . . . . .    $    684     $      
          122
                    Ratio of expenses to average 
                    daily net assets
                      With expense reimbursement
                      and fees paid indirectly
                      (%)(e)  . . . . . . . . . .        2.95           
          2.95(d)
                      Without expense reim-
                      bursement and fees paid
                      indirectly(%)(e)  . . . . .       10.01          
          16.97(d)
                    Ratio of net investment
                    loss to average daily
                    net assets(%)(a)  . . . . . .        (.53)          
          (.54)(d)












                    Portfolio turnover rate(%)  .          45             
          82(d)
                    _________________________

                    (a)  Net investment income (loss) is net of expenses
          reimbursed
                         by Manager.
                    (b)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.
                    (c)  Total return does not reflect a sales charge.
                    (d)  Annualized.
                    (e)  Beginning in 1995, total expenses include fees
          paid
                         indirectly through an expense offset
          arrangement.    

















                       IVY NEW CENTURY FUND

                                                              CLASS A
                                                                    FOR THE
          PERIOD
                                                                    NOV. 1,
          1994
                                                  FOR THE YEAR     
          (COMMENCEMENT)
                                                  ENDED DEC. 31,    TO DEC.
          31,
                                                  1995              1994    


                    Net asset value, beginning
                    of period . . . . . . . .          $ 8.64         $
          10.00
                       Income (loss) from
                       investment operations:
                       Net investment income(a).          .01            
          --












                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .             .54          
          (1.36)

                         Total from investment
                         operations . . . . .             .55          
          (1.36)

                       Less distribution from:
                       Net investment income              .01            
          --
                       Net realized gain  . .             .10            
          --
                       In excess of net realized
                       gain . . . . . . . . .             .03            
          --  

                         Total distributions              .14            
          --  

                    Net asset value, end of
                    period  . . . . . . . . .          $ 9.05          $
          8.64

                    Total return(%) . . . . .            6.40(b)      
          (13.50)(c)
                    Ratios/supplemental data
                    Net assets, end of period
                    (in thousands)  . . . . .          $ 3,435         $
          611
                    Ratio of expenses to average
                    daily net assets:
                       With expense
                       reimbursement(%)(e)  .            2.20           
          2.20(d)
                       Without expense
                       reimbursement(%)(e)  .            7.18          
          20.74(d)
                    Ratio of net investment income
                    to average daily net assets(%)(a)     .24            
          .52(d)
                    Portfolio turnover rate(%)                          14 
          0(d)































                                                              CLASS B
                                                                    FOR THE
          PERIOD
                                                                    NOV. 1,
          1994
                                                  FOR THE YEAR     
          (COMMENCEMENT)
                                                  ENDED DEC. 31,    TO DEC.
          31,
                                                  1995              1994    


                    Net asset value, beginning
                    of period . . . . . . . .          $ 8.64         $
          10.00
                       Income (loss) from investment
                       operations:
                       Net investment loss(a)            (.02)           --
                       Net gain (loss) on
                       investment transactions
                       (both realized and
                       unrealized)  . . . . .             .51          
          (1.36)

                         Total from investment
                         operations . . . . .             .49          
          (1.36)

                       Less distributions from:
                       Net realized gain  . .             .08            -- 


                         Total distributions              .08            -- 


                    Net asset value, end of
                    period  . . . . . . . . .          $ 9.05          $
          8.64

                    Total return(%) . . . . .            5.62(b)      
          (13.60)(c)
                    Ratios/supplemental data
                    Net assets, end of period













                    (in thousands)  . . . . .           $ 945           $
          121
                    Ratio of expenses to average
                    daily net assets:
                       With expense reimbursement(%)(e)  2.95           
          2.95(d)
                       Without expense
                       reimbursement(%)(e)  .            7.93          
          21.49(d)
                    Ratio of net investment income
                    (loss) to average daily net
                    assets(%)(a)  . . . . . .            (.51)          
          (.23)(d)
                    Portfolio turnover rate(%)                            
          14  0(d)

                    ________________

                    (a)  Net investment income (loss) is net of expenses
          reimbursed
                         by Manager.
                    (b)  Total return does not reflect a sales charge.
                    (c)  Total return represents aggregate total return and
          does not
                         reflect a sales charge.
                    (d)  Annualized.
                    (e)  Beginning in 1995, total expenses include fees
          paid
                         indirectly through an expense offset
          arrangement.    














                    INVESTMENT OBJECTIVES AND POLICIES

                         Each Fund has its own investment objective and
          policies,
                    which are described below.  Each Fund's investment
          objective is
                    fundamental and may not be changed without the approval
          of a
                    majority of the outstanding voting shares of the Fund.
          Except for












                    a Fund's investment objective and those investment
          restrictions
                    specifically identified as fundamental, all investment
          policies
                    and practices described in this Prospectus and in the
          SAI are
                    non-fundamental, and may be changed by the Trustees
          without
                    shareholder approval. There can be no assurance that a
          Fund's
                    objective will be met. The different types of
          securities and
                    investment techniques used by the Funds involve varying
          degrees
                    of risk. For information about the particular risks
          associated
                    with each type of investment, see "Risk Factors and
          Investment
                    Techniques," below, and the SAI.    

                         Whenever an investment objective, policy or
          restriction of a
                    Fund described in this Prospectus or in the SAI states
          a maximum
                    percentage of assets that may be invested in a security
          or other
                    asset or describes a policy regarding quality
          standards, that
                    percentage limitation or standard will, unless
          otherwise
                    indicated, apply to the Fund only at the time a
          transaction takes
                    place.  Thus, for example, if a percentage limitation
          is adhered
                    to at the time of investment, a later increase or
          decrease in the
                    percentage that results from circumstances not
          involving any
                    affirmative action by the Fund will not be considered a
                    violation.    

                         IVY CANADA FUND:  Ivy Canada Fund seeks long-term
          capital
                    appreciation by investing primarily in equity
          securities of
                    Canadian companies. Canada is one of the world's
          leading
                    industrial countries and a major exporter of
          agricultural
                    products. The country is rich in natural resources such
          as zinc,
                    uranium, nickel, gold, silver, aluminum, iron and
          copper, and













                    forest covers over 44% of land areas, making Canada a
          leading
                    world producer of newsprint. Canada is also a major
          producer of
                    hydroelectricity, oil and gas.    

                         To meet its objective, the Fund normally invests
          at least
                    65% of its total assets in Canadian equity securities
          (i.e.,
                    common and preferred stock, securities convertible into
          common
                    stock and common stock purchase warrants) listed on
          Canadian
                    stock exchanges or traded over-the-counter in Canada.
          Canadian
                    issuers are companies (i) organized under the laws of
          Canada,
                    (ii) for which the principal securities trading market
          is in
                    Canada, (iii) which derive at least 50% of their
          revenues or
                    profits from goods produced or sold, investments made
          or services
                    performed in Canada, or (iv) which have at least 50% of
          their
                    assets situated in Canada. The balance of the Fund's
          assets
                    ordinarily are invested in (i) bills and bonds of the
          Canadian
                    Government and the governments of the provinces or
          municipalities
                    of Canada, (ii) high quality notes and debentures of
          Canadian
                    companies (i.e., those rated Aaa or Aa by Moody's
          Investor












                    Services, Inc. ("Moody's) or AAA or AA by Standard and
          Poor's
                    Corporation ("S&P"), or if not rated, judged to be of
          comparable
                    quality by Mackenzie Financial Corporation ("MFC"), the
          Fund's












                    Adviser), (iii) foreign securities (including sponsored
          or
                    unsponsored American Depository Receipts ("ADRs")),
          (iv) U.S.
                    Government securities, (v) equity securities and
          investment-grade
                    debt securities (i.e., those rated Baa or higher by
          Moody's or
                    BBB or higher by S&P, or if unrated, are considered by
          MFC to be
                    of comparable quality) of U.S. companies, and (vi) zero
          coupon
                    bonds that meet these credit quality standards.    

                         The Fund may purchase securities on a
          "when-issued" or firm
                    commitment basis, engage in currency exchange
          transactions and
                    enter into forward foreign currency contracts.  The
          Fund may also
                    invest up to 10% of its assets in (i) other investment
          companies
                    and (ii) restricted and other illiquid securities
          (although the
                    Fund may not invest more than 5% of its assets in
          restricted
                    securities).    

                         For temporary defensive purposes, the Fund may
          invest
                    without limit in U.S. or Canadian dollar-denominated
          money market
                    securities issued by entities organized in the U.S. or
          Canada,
                    such as (i) obligations issued or guaranteed by the
          Canadian
                    Government or the governments of the provinces or
          municipalities
                    of Canada (or their agencies or instrumentalities), (i)
          finance
                    company and corporate commercial paper (and other
          short-term
                    corporate obligations rated Prime-1 by Moody's or A or
          better by
                    S&P, or if not rated, considered by MFC to be of
          comparable
                    quality), (iii) obligations of banks (i.e.,
          certificates of
                    deposit, time deposits and bankers' acceptances) of
          banks
                    considered creditworthy by MFC under guidelines
          approved by the
                    Trust's Board of Trustees, and (iv) repurchase
          agreements with












                    broker-dealers and banks. For temporary or emergency
          purposes,
                    the Fund may also borrow up to 10% of the value of its
          total
                    assets from banks.    

                         IVY CHINA REGION FUND:  Ivy China Region Fund's
          principal
                    investment objective is long-term capital growth.
          Consideration
                    of current income is secondary to this principal
          objective.  The
                    Fund seeks to meet its objective primarily by investing
          in the
                    equity securities of companies that are expected to
          benefit from
                    the economic development and growth of China, Hong Kong
          and
                    Taiwan.  A significant percentage of the Fund's assets
          may also
                    be invested in the securities markets of South Korea,
          Singapore,
                    Malaysia, Thailand, Indonesia and the Philippines
          (collectively,
                    with China, Hong Kong and Taiwan, the "China Region").
              

                         The Fund normally invests at least 65% of its
          total assets
                    in "Greater China growth companies," defined as
          companies (a)
                    that are organized in or for which the principal
          securities
                    trading markets are the China Region; (b) that have at
          least 50%
                    of their assets in one or more China Region countries
          or derive
                    at least 50% of their gross sales revenues or profits
          from
                    providing goods or services to or from within one or
          more China

























                    Region countries; or (c) that have at least 35% of
          their assets
                    in China, Hong Kong or Taiwan, derive at least 35% of
          their gross
                    sales revenues or profits from providing goods or
          services to or
                    from within these three countries, or have significant
                    manufacturing or other operations in these countries.
          IMI's
                    determination as to whether a company qualifies as a
          Greater
                    China growth company is based primarily on  information
          contained
                    in financial statements, reports, analyses and other
          pertinent
                    information (some of which may be obtained directly
          from the
                    company). The Fund may invest 25% or more of its total
          assets in
                    the securities of issuers located in any one China
          Region
                    country, and currently expects to invest more than 50%
          of its
                    total assets in Hong Kong.    

                         The balance of the Fund's assets ordinarily are
          invested in
                    (i) certain investment-grade debt securities and (ii)
          the equity
                    securities of  "China Region associated companies,"
          which are
                    companies that do not meet the definition of a Greater
          China
                    growth company, but whose current or expected
          performance, based
                    on certain identified factors (such as the growth
          trends in the
                    location of a company's assets and the sources of its
          revenues
                    and profits), is judged by IMI to be strongly
          associated with the
                    China Region. The investment-grade debt securities in
          which the
                    Fund may invest include (a) obligations of the U.S.
          Government or
                    its agencies or instrumentalities, (b) obligations of
          U.S. banks
                    and other banks organized and existing under the laws
          of Hong
                    Kong, Taiwan or countries that are members of the
          Organization
                    for Economic Cooperation and Development ("OECD"), and
          (c)













                    obligations denominated in any currency issued by
          international
                    development institutions and Hong Kong, Taiwan and OECD
          member
                    governments and their agencies and instrumentalities,
          as well as
                    repurchase agreements with respect to any of the
          foregoing
                    instruments. The Fund may also invest in zero coupon
          bonds, and
                    corporate bonds rated Baa or higher by Moody's or BBB
          or higher
                    by S&P (or if unrated, are considered by IMI to be of
          comparable
                    quality).    

                         The Fund may invest less than 35% of its net
          assets in debt
                    securities rated Ba or below by Moody's or BB or below
          by S&P,
                    or, if unrated, are considered by IMI to be of
          comparable quality
                    (commonly referred to as "high yield" or "junk" bonds).
          The Fund
                    will not invest in debt securities rated less than C by
          either
                    Moody's or S&P.  (As of the fiscal year ended December
          31, 1995,
                    the Fund held no low-rated debt securities in its
          portfolio.)  
                        

                         The Fund may lend portfolio securities valued at
          not more
                    than 30% of the Fund's total assets, invest in
          warrants, purchase
                    securities on a "when-issued" or firm commitment basis,
          engage in
                    currency exchange transactions and enter into forward
          foreign
                    currency contracts.  The Fund may also invest up to 10%
          of its
                    assets in (i) other investment companies that invest in
          equity
                    securities of Greater China growth companies or China
          Region
                    associated companies, and (ii) restricted and other
          illiquid























                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).    

                         For temporary defensive purposes and during
          periods when IMI
                    believes that circumstances warrant, the Fund may
          reduce its
                    position in Greater China growth companies and Greater
          China
                    associated companies and increase its investment in
          cash and
                    liquid debt securities, such as U.S. Government
          securities, bank
                    obligations, commercial paper, short-term notes and
          repurchase
                    agreements. For temporary or emergency purposes, the
          Fund may
                    also borrow up to 10% of the value of its total assets
          from
                    banks.    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10%  of the
          value of
                    its net assets, and my write covered call options so
          long as not
                    more than 25% of the Fund's net assets is subject to
          being
                    purchased upon the exercise of the calls. For hedging
          purposes
                    only, the Fund may engage in transactions in stock
          index futures
                    contracts, provided that the Fund's aggregate
          investment in such
                    contracts does not exceed 15% of its total assets.    

                         IVY GLOBAL FUND:  The Fund seeks long-term capital
          growth
                    through a flexible policy of investing in stocks and
          debt
                    obligations of companies and governments of any nation. 
          Any













                    income realized will be incidental.  Under normal
          conditions, the
                    Fund invests at least 65% of its total assets in
          issuers
                    domiciled in at least three different nations
          (including the
                    United States).  Although the Fund generally invests in
          common
                    stock, it may also invest in preferred stocks,
          sponsored or
                    unsponsored ADRs and investment-grade debt securities
          (i.e.,
                    those rated Baa or higher by Moody's or BBB or higher
          by S&P, or
                    if unrated, are considered by IMI to be of comparable
          quality),
                    including corporate bonds, notes, debentures,
          convertible bonds
                    and zero coupon bonds.    

                         The Fund may lend portfolio securities valued at
          not more
                    than 30% of the Fund's total assets, invest in
          warrants, purchase
                    securities on a "when-issued" or firm commitment basis,
          engage in
                    currency exchange transactions and enter into forward
          foreign
                    currency contracts.  The Fund may also invest up to 10%
          of its
                    assets in (i) other investment companies and (ii)
          restricted and
                    other illiquid securities (although the Fund may not
          invest more
                    than 5% of its assets in restricted securities).    

                         For temporary defensive purposes and during
          periods when IMI
                    believes that circumstances warrant, the Fund may
          invest without
                    limit in U.S. Government securities, obligations issued
          by
                    domestic or foreign banks (including certificates of
          deposit,
                    time deposits and bankers' acceptances), and domestic
          or foreign
                    commercial paper (which, if issued by a corporation,
          must be
                    rated Prime-1 by Moody's or A-1 by S&P, or if unrated
          has been























                    issued by a company that at the time of investment has
          an
                    outstanding debt issue rated AAA or AA by S&P or Aaa or
          Aa by
                    Moody's).  The Fund may also enter into repurchase
          agreements,
                    and, for temporary or emergency purposes, may borrow up
          to 10% of
                    the value of its total assets from banks.    

                         The Fund may purchase put and call options stock
          indices,
                    provided the premium paid for such options does not
          exceed 10% of
                    the Fund's net assets. The Fund may also sell covered
          put options
                    with respect to up to 50%  of the value of its net
          assets, and my
                    write covered call options so long as not more than 20%
          of the
                    Fund's net assets is subject to being purchased upon
          the exercise
                    of the calls. For hedging purposes only, the Fund may
          engage in
                    transactions in (and options on) stock index and
          foreign currency
                    futures contracts, provided that the Fund's aggregate
          investment
                    in such contracts does not exceed 20% of its total
          assets.    

                         IVY INTERNATIONAL FUND:  The Fund's principal
          objective is
                    long-term capital growth primarily through investment
          in equity
                    securities.  Consideration of current income is
          secondary to this
                    principal objective. It is anticipated that at least
          65% of the
                    Fund's total assets will be invested in common stocks
          (and
                    securities convertible into common stocks) principally
          traded in
                    European, Pacific Basin and Latin America markets.  For
          temporary
                    defensive purposes, the Fund may also invest in equity
          securities












                    principally traded in U.S. markets. The Fund's
          subadviser,
                    Northern Cross Investments Limited (the "Subadviser"),
          invests
                    the Fund's assets in a variety of economic sectors,
          industry
                    segments and individual securities in order to reduce
          the effects
                    of price volatility in any one area and to enable
          shareholders to
                    participate in markets that do not necessarily move in
          concert
                    with U.S. markets.  The Subadviser seeks to identify
          rapidly
                    expanding foreign economies, and then searches out
          growing
                    industries and corporations, focusing on companies with
                    established records.  Individual securities ares
          selected based
                    on value indicators, such as a low price-earnings
          ratio, and are
                    reviewed for fundamental financial strength.  Companies
          in which
                    investments are made will generally have at least $100
          million in
                    capitalization and a solid history of operations.    

                         When economic or market conditions warrant, the
          Fund may
                    invest without limit in U.S. Government securities,
          investment-
                    grade debt securities (i.e., those rated Baa or higher
          by Moody's
                    or BBB or higher by S&P, or if unrated, are considered
          by the
                    Subadviser to be of comparable quality), preferred
          stocks,
                    warrants, or cash or cash equivalents such as bank
          obligations
                    (including certificates of deposit and banders'
          acceptances),
                    commercial paper, short-term notes and repurchase
          agreements. 
                    For temporary or emergency purposes, the Fund may
          borrow up to
                    10% of the value of its total assets from banks.    

                         The Fund may lend portfolio securities valued at
          not more
                    than 30% of the Fund's total assets, engage in currency
          exchange
                    transactions and enter into forward foreign currency
          contracts. 























                    The Fund may also invest up to 10% of its assets in (i)
          other
                    investment companies and (ii) restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10% of the
          value of its
                    net assets, and my write covered call options so long
          as not more
                    than 25% of the Fund's net assets is subject to being
          purchased
                    upon the exercise of the calls. For hedging purposes
          only, the
                    Fund may engage in transactions in (and options on)
          stock index
                    and foreign currency futures contracts, provided that
          the Fund's
                    aggregate investment in such contracts does not exceed
          15% of its
                    total assets.    

                         IVY LATIN AMERICA STRATEGY FUND:  The Fund has a
          principal
                    investment objective of long-term capital growth. 
          Consideration
                    of current income is secondary to this principal
          objective. 
                    Under normal conditions the Fund invests at least 65%
          of its
                    total assets in securities issued in Latin America,
          which for
                    purposes of this Prospectus is defined as Mexico,
          Central
                    America, South America and the Spanish-speaking islands
          of the












                    Caribbean.  Securities of Latin American issuers
          include (a)
                    securities of companies organized under the laws of a
          Latin
                    American country or for which the principal securities
          trading
                    market is in Latin America; (b) securities that are
          issued or
                    guaranteed by the government of a Latin American
          country, its
                    agencies or instrumentalities, political subdivisions
          or the
                    country's central bank; (c) securities of a company,
          wherever
                    organized, where at least 50% of the company's
          non-current
                    assets, capitalization, gross revenue or profit in any
          one of the
                    two most recent fiscal years represents (directly or
          indirectly
                    through subsidiaries) assets or activities located in
          Latin
                    America; or (d) any of the preceding types of
          securities in the
                    form of depository shares. The Fund may participate in
          markets
                    throughout Latin America, and it is expected that the
          Fund will
                    be invested at all times in at least three countries.
          Under
                    present conditions, the Fund expects to focus its
          investments in
                    Argentina, Brazil, Chile, Mexico and Venezuela, which
          IMI
                    believes are the most developed capital markets in
          Latin America.
                    The Fund does not expect to concentrate its investments
          in any
                    particular industry.     

                         The Fund's equity investments consist of common
          stock,
                    preferred stock (either convertible or
          non-convertible),
                    sponsored or unsponsored depository receipts (including
          ADRs,
                    American Depository Shares, and Global Depository
          Shares) and
                    warrants (any of which may be purchased through
          rights). The
                    Fund's equity securities may be listed on securities
          exchanges,
                    traded over-the-counter, or have no organized market.
              












                         The Fund may invest in debt securities (including
          zero












                    coupon bonds) when IMI anticipates that the potential
          for capital
                    appreciation from debt securities is likely to equal or
          exceed
                    that of equity securities (e.g., a favorable change in
          relative
                    foreign exchange rates, interest rate levels or the
                    creditworthiness of issuers). These include debt
          securities
                    issued by Latin American Governments ("Sovereign
          Debt").  Most of
                    the debt securities in which the Fund may invest are
          not rated,
                    and those that are rated are expected to be below
          investment-
                    grade (i.e., rated Ba or below by Moody's or BB or
          below by S&P,
                    or considered by IMI to be of comparable quality), and
          are
                    commonly referred to as "high yield" or "junk" bonds. 
          (As of the
                    fiscal year ended December 31, 1995, the Fund held no
          debt
                    securities in its portfolio.)    

                         To meet redemptions, or while the Fund is
          anticipating
                    investments in Latin American securities, the Fund may
          hold cash
                    or cash equivalents such as bank obligations (including
                    certificates of deposit and banders' acceptances),
          commercial
                    paper, short-term notes and repurchase agreements.  For
          temporary
                    defensive or emergency purposes, the Fund may (i)
          invest without
                    limit in such instruments, and (ii) borrow up to
          one-third of the
                    value of its total assets from banks (but may not
          purchase












                    securities at any time during which the value of the
          Fund's
                    outstanding loans exceeds 10% of the value of the
          Fund's
                    assets).    

                         The Fund may lend portfolio securities valued at
          not more
                    than 30% of the Fund's total assets, invest in
          warrants, purchase
                    securities on a "when-issued" or firm commitment basis,
          engage in
                    currency exchange transactions and enter into forward
          foreign
                    currency contracts.  The Fund may also invest up to 10%
          of its
                    assets in (i) other investment companies that invest in
          Latin
                    American securities, and (ii) restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).  The Fund will treat
          any Latin
                    American securities that are subject to restrictions on
                    repatriation for more than seven days, as well as any
          securities
                    issued in connection with Latin American debt
          conversion programs
                    that are restricted to remittance of invested capital
          or profits,
                    as illiquid securities for purposes of this
          limitation.    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10%  of the
          value of
                    its net assets, and my write covered call options so
          long as not
                    more than 25% of the Fund's net assets is subject to
          being
                    purchased upon the exercise of the calls. For hedging
          purposes
                    only, the Fund may engage in transactions in (and
          options on)
                    stock index and foreign currency futures contracts,
          provided that
                    the Fund's aggregate investment in such contracts does
          not exceed












                    15% of its total assets.    

                         IVY NEW CENTURY FUND: The Fund's principal
          objective is












                    long-term growth.  Consideration of current income is
          secondary
                    to this principal objective. In pursuing its objective,
          the Fund
                    invests primarily in the equity securities of companies
          that IMI
                    believes will benefit from the economic development and
          growth of
                    emerging markets. The Fund considers countries having
          emerging
                    markets to be those that (i) are generally considered
          to be
                    "developing" or "emerging" by the World Bank and the
                    International Finance Corporation, or (ii) are
          classified by the
                    United Nations (or otherwise regarded by their
          authorities) as
                    "emerging." Under normal market conditions, the Fund
          invests at
                    least 65% of its total assets in equity securities
          (including
                    common and preferred stocks, convertible debt
          obligations,
                    warrants, options, rights and depository receipts that
          are listed
                    on stock exchanges or traded over-the-counter) of
          "Emerging
                    Market growth companies," which are defined as
          companies (a) for
                    which the principal securities trading market is an
          emerging
                    market (as defined above), (b) that (alone or on a
          consolidated
                    basis) derives 50% or more of its total revenue either
          from
                    goods, sales or services in emerging markets, or (c)
          that are













                    organized under the laws of (and with a principal
          office in) an
                    emerging market country.      

                         In recent years, many emerging market countries
          around the
                    world have undergone political changes that have
          reduced
                    government's role in economic and personal affairs and
          have
                    stimulated investment and growth. Historically, there
          is a strong
                    direct correlation between economic growth and stock
          market
                    returns.  While this is no guarantee of future
          performance, IMI
                    believes that investment opportunities (particularly in
          the
                    energy, environmental services, natural resources,
          basic
                    materials, power, telecommunications and transportation
                    industries) may result within the evolving economies of
          emerging
                    market countries from which the Fund and its
          shareholders will
                    benefit.     

                         The Fund normally invests its assets in the
          securities of
                    issuers located in at least three emerging market
          countries, and
                    may invest 25% or more of its total assets in the
          securities of
                    issuers located in any one country.  IMI's
          determination as to
                    whether a company qualifies as a Emerging Markets
          growth company
                    is based primarily on  information contained in
          financial
                    statements, reports, analyses and other pertinent
          information
                    (some of which may be obtained directly from the
          company).    

                         For purposes of capital appreciation, the Fund may
          invest up
                    to 35% of its assets in (i) debt securities of
          government or
                    corporate issuers in emerging market countries, (ii)
          equity and
                    debt securities of issuers in developed countries
          (including the
                    United States), and (iii) cash or cash equivalents such
          as bank












                    obligations (including certificates of deposit and
          banders'
                    acceptances), commercial paper, short-term notes and
          repurchase
                    agreements. For temporary defensive purposes, the Fund
          may invest
                    without limit in such instruments. The Fund may also
          invest in
                    zero coupon bonds and purchase securities on a
          "when-issued" or












                    firm commitment basis.    

                         The Fund will not invest more than 20% of its
          total assets
                    in debt securities rated Ba or lower by Moody's or BB
          or lower by
                    S&P, or if unrated, are considered by IMI to be of
          comparable
                    quality (commonly referred to as "high yield" or "junk"
          bonds). 
                    (As of the fiscal year ended December 31, 1995, the
          Fund held no
                    low-rated debt securities in its portfolio.)    

                         For temporary or emergency purposes, the Fund may
          borrow up
                    to one-third of the value of its total assets from
          banks, but may
                    not purchase securities at any time during which the
          value of the
                    Fund's outstanding loans exceeds 10% of the value of
          the Fund's
                    assets.  The Fund may lend portfolio securities valued
          at not
                    more than 30% of the Fund's total assets, engage in
          currency
                    exchange transactions and enter into forward foreign
          currency
                    contracts.  The Fund may also invest (i) other
          investment
                    companies that invest in Emerging Markets growth
          companies, and












                    (ii) up to 15% of its assets in restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10%  of the
          value of
                    its net assets, and my write covered call options so
          long as not
                    more than 25% of the Fund's net assets is subject to
          being
                    purchased upon the exercise of the calls. For hedging
          purposes
                    only, the Fund may engage in transactions in (and
          options on)
                    stock index and foreign currency futures contracts,
          provided that
                    the Fund's aggregate investment in such contracts does
          not exceed
                    15% of its total assets.    

                    RISK FACTORS AND INVESTMENT TECHNIQUES

                         SPECIAL CONSIDERATIONS RELATED TO IVY CANADA FUND: 
          The
                    economy of Canada is strongly influenced by the
          activities of
                    companies involved in the production and processing of
          natural
                    resources, particularly those involved in the energy
          industry,
                    industrial materials (e.g., chemicals, base metals,
          timber and
                    paper) and agricultural materials (e.g., grain
          cereals).  The
                    securities of companies in the energy industry are
          subject to
                    changes in value and dividend yield, which depend, to a
          large
                    extent, on the price and supply of energy fuels.  Rapid
          price and
                    supply fluctuations may be caused by events relating to
                    international politics, energy conservation and the
          success of
                    exploration projects.    














                         SPECIAL CONSIDERATIONS RELATED TO IVY CHINA REGION
          FUND: 
                    Investors should realize that China Region countries
          may be
                    subject to a greater degree of economic, political and
          social
                    instability than is the case in the United States or
          other
                    developed countries.  Among the factors causing this
          instability












                    are (i) authoritarian governments or military
          involvement in
                    political and economic decision making, (ii) popular
          unrest
                    associated with demands for improved political,
          economic and
                    social conditions, (iii) internal insurgencies, (iv)
          hostile
                    relations with neighboring countries, (v) ethnic,
          religious and
                    racial disaffection, and (vi) changes in trading
          status, any one
                    of which could disrupt the principal financial markets
          in which
                    the Fund invests and adversely affect the value of its
          assets. 
                    In addition, several China Region countries have had
          hostile
                    relations with neighboring nations.  For example, China
          continues
                    to claim sovereignty over Taiwan, and is scheduled to
          assume
                    sovereignty over Hong Kong in 1997.    

                         China Region countries tend to be heavily
          dependent on
                    international trade, as a result of which their markets
          are
                    highly sensitive to protective trade barriers and the
          economic
                    conditions of their principal trading partners (i.e.,
          the United












                    States, Japan and Western European countries). 
          Protectionist
                    trade legislation, reduction of foreign investment in
          China
                    Region economies and general declines in the
          international
                    securities markets could have a significant adverse
          effect on the
                    China Region securities markets.  In addition, certain
          China
                    Region countries have in the past failed to recognize
          private
                    property rights and have at times nationalized or
          expropriated
                    the assets of private companies. There is a heightened
          risk in
                    these countries that such adverse actions might be
          repeated.    

                         To take advantage of potential growth
          opportunities, the
                    Fund might have significant investments  in companies
          with
                    relatively small market capitalization.  Securities of
          smaller
                    companies may be subject to more abrupt or erratic
          market
                    movements than the securities of larger more
          established
                    companies, both because they tend to be traded in lower
          volume
                    and because the companies are subject to greater
          business risk. 
                    In addition, to the extent that any China Region
          country 
                    experiences rapid increases in its money supply or
          investment in
                    equity securities for speculative purposes, the equity
          securities
                    traded in such countries may trade at price-earning
          multiples
                    higher than those of comparable companies trading on
          securities
                    markets in the United States, which may not be
          sustainable. 
                    Finally, restriction on foreign investment exists to
          varying
                    degrees in some China Region countries.  Where such
          restrictions
                    apply, investments may be limited and may increase the
          Fund's
                    expenses.  The SAI contains additional information
          concerning the













                    risks associated with investing in the China Region.
          "Selected
                    Economic and Market Data" for China Region countries
          also appears
                    in an Appendix to this Prospectus.    

                         SPECIAL CONSIDERATIONS RELATED TO IVY GLOBAL FUND
          AND IVY
                    INTERNATIONAL FUND, AND IVY NEW CENTURY FUND:  The
          risks of
                    investing in foreign securities (described below) are
          likely to
                    be intensified in the case of investments in issuers
          domiciled or
                    doing substantial business in countries with emerging
          or
                    developing economies ("emerging markets"). For example,
          countries












                    with emerging markets may have relatively unstable
          governments
                    and  therefore be susceptible to sudden adverse
          government action
                    (such as nationalization of businesses, restrictions on
          foreign
                    ownership or prohibitions against repatriation of
          assets).
                    Security prices in emerging markets can also be
          significantly
                    more volatile than in the more developed nations of the
          world,
                    and communications between the U.S. and emerging market
          countries
                    may be unreliable, increasing the risk of delayed
          settlements of
                    portfolio transactions or loss of certificates for
          portfolio
                    securities. Delayed settlements could cause a Fund to
          miss
                    attractive investment opportunities or impair its
          ability to
                    dispose of portfolio securities, resulting in a loss if
          the value












                    of the securities subsequently declines.  Finally, many
          emerging
                    markets have experienced and continue to experience
          high rates of
                    inflation.  In certain countries, inflation has at
          times
                    accelerated rapidly to hyperinflationary levels,
          creating a
                    negative interest rate environment and sharply eroding
          the value
                    of outstanding financial assets in those countries.  In
          light of
                    the Ivy New Century Fund's concentration in equity
          securities of
                    Emerging Market growth companies (as defined above), an
                    investment in the Fund should be considered
          speculative.    

                         SPECIAL CONSIDERATIONS RELATED TO IVY LATIN
          AMERICA STRATEGY
                    FUND:  The securities markets of Latin American
          countries are
                    substantially smaller, less developed, less liquid and
          more
                    volatile than the major securities markets in the
          United States. 
                    This could cause prices to be erratic for reasons apart
          from
                    factors that affect the quality of the securities.  For
          example,
                    limited market size may cause prices to be unduly
          influenced by
                    traders who control large positions.  Adverse publicity
          and
                    investor perception, whether or not based on
          fundamental
                    analysis, may decrease the value and liquidity of
          portfolio
                    securities, especially in these markets.    

                         For many years, most Latin American countries have
                    experienced substantial (and in some periods extremely
          high)
                    rates of inflation, which have had and may continue to
          have very
                    negative effects on the economies and securities
          markets of these
                    countries.  In addition, certain Latin American
          countries are
                    among the largest debtors to commercial banks and
          foreign
                    governments, and some have declared moratoria on the
          payment of













                    principal and/or interest on external debt. 
          Accordingly, the
                    Sovereign Debt instruments in which the Fund may invest
          involve a
                    high degree of risk and should be considered equivalent
          in
                    quality to debt securities rated below investment-grade
          by
                    Moody's and S&P.    

                         The Fund is classified as a non-diversified
          investment
                    company under the 1940 Act, and therefore may invest,
          with
                    respect to 50% of its assets, more than 5% its assets
          in the
                    securities of any one issuer.  Consequently, the
          performance of a
                    single issuer in which the Fund has invested may have a
          more
                    significant effect on the overall performance of the
          Fund than if
                    the Fund was a diversified company.    












                         BANK OBLIGATIONS:  The bank obligations in which
          the Funds
                    may invest include certificates of deposit, bankers'
          acceptances,
                    and other short-term debt obligations. Investments in
                    certificates of deposit and bankers' acceptances are
          limited to
                    obligations of (i) banks having total assets in excess
          of $1
                    billion, and (ii) other banks if the principal amount
          of the
                    obligation is fully insured by the Federal Deposit
          Insurance
                    Corporation ("FDIC"). Investments in certificates of
          deposit of
                    savings associations are limited to obligations of
          Federal or
                    state-chartered institutions whose total assets exceed
          $1 billion












                    and whose deposits are insured by the FDIC.    

                         BORROWING: Borrowing may exaggerate the effect on
          a Fund's
                    net asset value of any increase or decrease in the
          value of the
                    Fund's portfolio securities. Money borrowed will be
          subject to
                    interest costs (which may include commitment fees
          and/or the cost
                    of maintaining minimum average balances).    

                         COMMERCIAL PAPER: Commercial paper represents
          short-term
                    unsecured promissory notes issued in bearer form by
          bank holding
                    companies, corporations, and finance companies.  Each
          Fund's
                    investments in commercial paper are limited to
          obligations rated
                    Prime-1 by companies having an outstanding debt issue
          currently
                    rated Aaa or Aa by Moody's or AAA or AA by S&P.    

                         CONVERTIBLE SECURITIES: The convertible securities
          in which
                    the Funds may invest include corporate bonds, notes,
          debentures
                    and other securities convertible into common stocks.
          Because
                    convertible securities can be converted into equity
          securities,
                    their values will normally vary in some proportion with
          those of
                    the underlying equity securities. Convertible
          securities usually
                    provide a higher yield than the underlying equity,
          however, so
                    that the price decline of a convertible security may
          sometimes be
                    less substantial than that of the underlying equity
          security.    

                         DEBT SECURITIES, IN GENERAL:  Investment in debt
          securities,
                    including municipal securities, involves both interest
          rate and
                    credit risk. Generally, the value of debt instruments
          rises and
                    falls inversely with interest rates. As interest rates
          decline,
                    the value of debt securities generally increases.
          Conversely,













                    rising interest rates tend to cause the value of debt
          securities
                    to decrease. Bonds with longer maturities generally are
          more
                    volatile than bonds with shorter maturities. The market
          value of
                    debt securities also varies according to the relative
          financial
                    condition of the issuer. In general, lower-quality
          bonds offer
                    higher yields due to the increased risk that the issuer
          will be
                    unable to meet its obligations on interest or principal
          payments
                    at the time called for by the debt instrument.    

                              U.S. GOVERNMENT SECURITIES:  U.S. Government
          securities
                    are obligations of, or guaranteed by, the U.S.
          Government, its
                    agencies or instrumentalities. Such securities include:
          (1)
                    direct obligations of the U.S. Treasury (such as
          Treasury bills,
                    notes, and bonds) and (2) Federal agency obligations
          guaranteed












                    as to principal and interest by the U.S. Treasury (such
          as GNMA
                    certificates, which are mortgage-backed securities).
          When such
                    securities are held to maturity, the payment of
          principal and
                    interest is unconditionally guaranteed by the U.S.
          Government,
                    and thus they are of the highest possible credit
          quality. U.S.
                    Government securities that are not held to maturity are
          subject
                    to variations in market value caused by fluctuations in
          interest
                    rates.    













                         Mortgage-backed securities are securities
          representing part
                    ownership of a pool of mortgage loans. Although the
          mortgage
                    loans in the pool will have maturities of up to 30
          years, the
                    actual average life of the loans typically will be
          substantially
                    less because the mortgages will be subject to principal
                    amortization and may be prepaid prior to maturity. In
          periods of
                    falling interest rates, the rate of prepayment tends to
          increase,
                    thereby shortening the actual average life of the
          security.
                    Conversely, rising interest rates tend to decrease the
          rate of
                    prepayment, thereby lengthening the security's actual
          average
                    life. Since it is not possible to predict accurately
          the average
                    life of a particular pool, and because prepayments are
          reinvested
                    at current rates, the market value of mortgage-backed
          securities
                    may decline during periods of declining interest
          rates.    

                              INVESTMENT-GRADE DEBT SECURITIES:   Bonds
          rated Aaa by
                    Moody's and AAA by S&P are judged to be of the best
          quality
                    (i.e., capacity to pay interest and repay principal is
          extremely
                    strong).  Bonds rated Aa/AA are considered to be of
          high quality
                    (i.e., capacity to pay interest and repay interest is
          very strong
                    and differs from the highest rated issues only to a
          small
                    degree).  Bonds rated A are viewed as having many
          favorable
                    investment attributes, but elements may be present that
          suggest a
                    susceptibility to the adverse effects of changes in
          circumstances
                    and economic conditions than debt in higher rated
          categories. 
                    Bonds rated Baa/BBB (considered by Moody's to be
          "medium grade"
                    obligations) are considered to have an adequate
          capacity to pay
                    interest and repay principal, but certain protective
          elements may












                    be lacking (i.e., such bonds lack outstanding
          investment
                    characteristics and have some speculative
          characteristics).    

                              LOW-RATED DEBT SECURITIES:  Securities rated
          lower than
                    Baa or BBB, and comparable unrated securities (commonly
          referred
                    to as "high yield" or "junk" bonds), are considered by
          major
                    credit-rating organizations to have predominately
          speculative
                    characteristics with respect to the issuer's capacity
          to pay
                    interest and repay principal. Investors in Ivy Latin
          America
                    Strategy Fund and Ivy New Century Fund, in particular,
          should be
                    willing to accept the special risks associated with
          these
                    securities.     

                         While high yield debt securities are likely to
          have some
                    quality and protective characteristics, these qualities
          are
                    largely outweighed by the risk of exposure to adverse
          conditions
                    and other uncertainties. Accordingly, investments in
          such












                    securities, while generally providing for greater
          income and
                    potential opportunity for gain than investments in
          higher-rated
                    securities, also entail greater risk (including the
          possibility
                    of default or bankruptcy of the issuer of such
          securities) and
                    generally involve greater price volatility than
          securities in













                    higher rating categories. IMI seeks to reduce risk
          through
                    diversification (including investments in foreign
          securities),
                    credit analysis and attention to current developments
          and trends
                    in both the economy and financial markets. Should the
          rating of a
                    portfolio security be downgraded, IMI will determine
          whether it
                    is in the affected Fund's best interest to retain or
          dispose of
                    the security (unless the security is downgraded below
          the rating
                    of C, in which case IMI most likely would dispose of
          the security
                    based on then existing market conditions). For
          additional
                    information regarding the risks associated with
          investing in high
                    yield bonds, see the SAI (and, in particular, Appendix
          A, which
                    contains a more complete description of the ratings
          assigned by
                    Moody's and S&P).    

                         FOREIGN SECURITIES:  The foreign securities in
          which the
                    Funds invest may include non-U.S. dollar-denominated
          corporate
                    debt securities, Eurodollar securities, sponsored or
          unsponsored
                    ADRs and debt securities issued, assumed or guaranteed
          by foreign
                    governments (or political subdivisions or
          instrumentalities
                    thereof). Investors should consider carefully the
          special risks
                    that arise in connection with investing in securities
          issued by
                    companies and governments of foreign nations, which are
          in
                    addition to those risks that are associated with the
          Funds'
                    investments, generally.    

                         In many foreign countries, there is less
          regulation of
                    business and industry practices, stock exchanges,
          brokers and
                    listed companies than in the United States. For
          example, foreign
                    companies are not generally subject to uniform
          accounting and












                    financial reporting standards, and  foreign securities
                    transactions may be subject to higher brokerage costs.
          There also
                    tends to be less publicly available information about
          issuers in
                    foreign countries, and foreign securities markets of
          many of the
                    countries in which the Funds may invest may be smaller,
          less
                    liquid and subject to greater price volatility than
          those in the
                    United States. These risks may be intensified in
          certain emerging
                    markets countries (e.g., in Latin America and parts of
          Europe).   
                    Generally, price fluctuations in the Funds' foreign
          security
                    holdings are likely to be high relative to those of
          securities
                    issued in the United States.    

                         Other risks include the possibility of
          expropriation,
                    nationalization or confiscatory taxes, foreign exchange
          controls
                    (which may include suspension of the ability to
          transfer currency
                    from a given country), default in foreign government
          securities,
                    high rates of inflation (especially in emerging markets
                    countries) difficulties in enforcing foreign judgments,
          political
                    or social instability, or other developments that could
          adversely
                    affect the Funds' foreign investments.    












                         FOREIGN CURRENCY EXCHANGE TRANSACTIONS:  A Fund
          usually
                    effects its currency exchange transactions on a spot
          (i.e., cash)
                    basis at the spot rate prevailing in the foreign
          exchange market. 













                    However, some price spread on currency exchange (e.g.,
          to cover
                    service charges) is usually incurred when a Fund
          converts assets
                    from one currency to another.  A Fund may also be
          affected
                    unfavorably by the relative rates of exchange between
          the
                    currencies of different nations.    

                         FORWARD FOREIGN CURRENCY CONTRACTS:  A forward
          foreign
                    currency contract involves an obligation to purchase or
          sell a
                    specific currency at a future date at a predetermined
          price. 
                    When a Fund enters into a forward foreign currency
          contract, it
                    will hold cash, debt instruments or equity securities
          in a
                    segregated account with its custodian in an amount
          equal (on a
                    marked-to-market basis) to the amount of the
          commitments under
                    the contract. Although these contracts are intended to
          minimize
                    the risk of loss due to a decline in the value of the
          hedged
                    currencies, they also tend to limit any potential gain
          that might
                    result should the value of the currencies increase. In
          addition,
                    there may be an imperfect correlation between a Fund's
          portfolio
                    holdings of securities denominated in a particular
          currency and
                    forward contracts entered into by the Fund, which may
          prevent the
                    Fund from achieving the intended hedge or expose the
          Fund to the
                    risk of currency exchange loss.    

                         LENDING OF PORTFOLIO SECURITIES:  Loans of
          securities by a
                    Fund are collateralized by cash, letters of credit or
          securities
                    issued or guaranteed by the U.S. Government or its
          agencies or
                    instrumentalities. There may be risks of delay in
          receiving
                    additional collateral, or risks of delay in recovery of
          the
                    securities or even loss of rights in the collateral,
          should the












                    borrower of the securities fail financially.    

                         OPTIONS AND FUTURES TRANSACTIONS:  The Funds may
          use various
                    techniques to increase or decrease their exposure to
          changing
                    security prices, currency exchange rates, commodity
          prices, or
                    other factors that affect the value of the Funds'
          securities. 
                    These techniques may involve derivative transactions
          such as
                    purchasing put and call options, selling call options,
          and
                    engaging in transactions in currency rate futures,
          stock index
                    futures and related options.    

                         A Fund may invest in options on securities in
          accordance
                    with its stated investment objective and policies (see
          above). A
                    put option is a short-term contract that gives the
          purchaser of
                    the option, in return for a premium, the right to sell
          the
                    underlying security or currency to the seller of the
          option at a
                    specified price during the term of the option. A call
          option is a
                    short-term contract that gives the purchaser the right
          to buy the
                    underlying security or currency from the seller of the
          option at
                    a specified price during the term of the option. An
          option on a
                    stock index gives the purchaser the right to receive
          from the
                    seller cash equal to the difference between the closing
          price of












                    the index and the exercise price of the option. When a
          Fund












                    writes a put or call option, it will segregate assets,
          such as
                    cash, U.S. Government securities or other high grade
          debt
                    securities, or "cover" its position in accordance with
          the
                    Investment Company Act of 1940, as amended (the "1940
          Act").    

                         A Fund may also enter into futures transactions in
                    accordance with its stated investment objective and
          policies. An
                    interest rate futures contract is an agreement between
          two
                    parties to buy or sell a specified debt security at a
          set price
                    on a future date. A stock index futures contract is an
          agreement
                    to take or make delivery of an amount of cash based on
          the
                    difference between the value of the index at the
          beginning and at
                    the end of the contract period. When a Fund enters into
          a futures
                    contract, it will make any necessary "margin" deposits
          and
                    segregate assets, such as cash, U.S. Government
          securities or
                    other liquid high- grade debt obligations, to "cover"
          its
                    position in accordance with the 1940 Act.    

                          Investors should be aware that the risks
          associated with
                    the use of options and futures are considerable.
          Options and
                    futures transactions generally involve a small
          investment of cash
                    relative to the magnitude of the risk assumed, and
          therefore
                    could result in a significant loss to a Fund if IMI
          judges market
                    conditions incorrectly or employs a strategy that does
          not
                    correlate well with the Fund's investments. A Fund may
          also
                    experience a significant loss if it is unable to close
          a
                    particular position due to the lack of a liquid
          secondary market.
                    For further information regarding the use of options
          and futures
                    transactions and any associated risks, see the SAI.    













                         REPURCHASE AGREEMENTS:  Repurchase agreements are
          agreements
                    under which a Fund buys a money market instrument and
          obtains a
                    simultaneous commitment from the seller to repurchase
          the
                    instrument at a specified time and agreed-upon yield.
          Each Fund
                    may enter into repurchase agreements with banks or
          broker-dealers
                    deemed to be creditworthy by IMI under guidelines
          approved by the
                    Board of Trustees. A Fund could experience a delay in
          obtaining
                    direct ownership of the underlying collateral, and
          might incur a
                    loss if the value of the security should decline.    

                         RESTRICTED AND ILLIQUID SECURITIES:  There may be
          a lapse of
                    time between a Fund's decision to sell a restricted or
          illiquid
                    security and the point at which the Fund is permitted
          or able to
                    sell the security.  If adverse market conditions were
          to develop
                    during that period, the Fund might obtain a price less
          favorable
                    than the price that prevailed when it decided to sell.
          In
                    addition, issuers of restricted and other illiquid
          securities may
                    not be subject to the disclosure and other investor
          protection
                    requirements that would apply if their securities were
          publicly
                    traded.    

                         SHARES OF OTHER INVESTMENT COMPANIES:  As a
          shareholder of
                    an investment company, a Fund will bear its ratable
          share o f the
























                    investment company's expenses (including management
          fees, in the
                    case of a management investment company).     

                         "WHEN-ISSUED" SECURITIES AND FIRM COMMITMENTS:
          Purchasing
                    securities on a "when-issued" basis involves a risk of
          loss if
                    the value of the security to be purchased declines
          prior to the
                    settlement date.    

                         ZERO COUPON BONDS:  Zero coupon bonds are debt
          obligations
                    issued without any requirement for the periodic payment
          of
                    interest, and are issued at a significant discount from
          face
                    value. Since the interest on such bonds is, in effect,
                    compounded, they are subject to greater market value
          fluctuations
                    in response to changing interest rates than debt
          securities that
                    distribute income regularly.  In addition, for Federal
          income tax
                    purposes a Fund generally recognizes and is required to
                    distribute income generated by zero coupon bonds
          currently in the
                    amount of the unpaid accrued interest, even though the
          actual
                    income will not yet have been received by the Fund.    

                    ORGANIZATION AND MANAGEMENT OF THE FUNDS

                         Each of the Funds, other than Ivy Latin America
          Strategy
                    Fund, is organized as a separate, diversified portfolio
          of the
                    Trust, an open-end management investment company
          organized as a
                    Massachusetts business trust on December 21, 1983. Ivy
          Latin
                    America Strategy Fund is organized as a non-diversified
          portfolio
                    (see "Special Considerations Related to Ivy Latin
          America
                    Strategy Fund," above). The business and affairs of
          each Fund are
                    managed under the direction of the Trustees.
          Information about
                    the Trustees, as well as the Trust's executive
          officers, may be
                    found in the SAI. The Trust has an unlimited number of
          authorized












                    shares of beneficial interest, and currently has 13
          series of
                    shares. Each of the Funds has three classes of shares
          designated
                    as Class A, Class B and Class C, respectively. Ivy
          International
                    Fund has a fourth class of shares designated as Class
          I. Shares
                    of each Fund entitle their holders to one vote per
          share (with
                    proportionate voting for fractional shares). The shares
          of each
                    class represent an interest in the same portfolio of
          Fund
                    investments. Each class of shares has a different Rule
          12b-1
                    distribution policy and bears different distribution
          fees. In
                    addition, Class I shares of Ivy International Fund bear
          lower
                    administrative services and transfer agency fees than
          the Fund's
                    Class A, Class B and Class C. Shares of each class have
          equal
                    rights as to voting, redemption, dividends and
          liquidation but
                    have exclusive voting rights with respect to their Rule
          12b-1
                    distribution plans.    

                         The Trust employs IMI to provide business
          management
                    services to the Funds, and investment advisory services
          to all of
                    the Funds other than Ivy Canada Fund (which is advised
          by MFC). 
                    Mackenzie Investment Management Inc. ("MIMI") provides
                    administrative and accounting services to the Funds;
          Mackenzie
                    Ivy Funds Distribution, Inc. ("MIFDI") distributes the
          Funds'

























                    shares; Mackenzie Ivy Investor Services Corp. ("MIISC")
          provides
                    transfer agent and shareholder-related services for the
          Funds;
                    and Brown Brothers Harriman & Co. serves as the Funds'
          custodian.
                    IMI, MIFDI and MIISC are wholly-owned subsidiaries of
          MIMI. Until
                    January 31, 1995, MIMI served as investment adviser to
          Ivy Canada
                    Fund and Ivy Global Fund.  As of __________________,
          1996, IMI
                    and MIMI had approximately $____ million and $____
          million,
                    respectively, in assets under management.  MIMI is a
          subsidiary
                    of MFC, which has been an investment counsel and mutual
          fund
                    manager in Toronto, Ontario, Canada for more than 25
          years.    

                    INVESTMENT MANAGER

                         IVY CANADA FUND:  For IMI's business management
          services,
                    the Fund pays IMI a monthly fee calculated on the basis
          of the
                    Fund's average daily net assets during the preceding
          month at an
                    annual rate of 0.50%.  The Fund pays MFC a monthly fee
          for
                    advisory services at the annual rate of 0.35% of the
          Fund's
                    average daily net assets.  The fees paid by the Fund
          are higher
                    than the average fees paid by most funds.    

                         IVY CHINA REGION FUND, IVY INTERNATIONAL FUND IVY,
          LATIN
                    AMERICA STRATEGY FUND AND IVY NEW CENTURY FUND:  In
          exchange for
                    IMI's business management and investment advisory
          services, each
                    Fund pays IMI a monthly fee, based on its average daily
          net
                    assets during the preceding month, that is equal, on an
          annual
                    basis, to 1.00% of its average daily net assets. The
          fees paid by
                    the Funds are higher than the fees paid by other funds
          with
                    similar investment objectives.     














                         IMI voluntarily limits the total operating
          expenses for Ivy
                    China Region Fund, Ivy Latin America Strategy Fund and
          Ivy New
                    Century Fund (excluding Rule 12b-1 fees, interest
          taxes,
                    brokerage commissions, litigation, indemnification, and
                    extraordinary expenses) to an annual rate of 1.95% of
          the Funds'
                    average daily net assets, which may lower each Fund's
          expenses
                    and increase its yield.  This voluntary expense
          limitation may be
                    terminated at any time, at which point the affected
          Fund's
                    expenses may increase and its yield may be reduced
          (depending on
                    the value of the Fund's total assets when the
          termination
                    occurs).    

                         Northern Cross Investments Limited ("Northern
          Cross")
                    currently serves as subadviser for Ivy International
          Fund, for
                    which the Fund pays a fee at the rate of 0.60% of the
          Fund's
                    average annualized net assets.  From July 1, 1990
          through March
                    31, 1993 and from November 18, 1985 through June 30,
          1990, 
                    Boston Overseas Investors, Inc. ("BOI") and March &
          Cunningham,
                    Inc., respectively, provided subadvisory services to
          the Fund,
                    based on the same investment strategy and program
          currently
                    employed by Northern Cross.    

                         IVY GLOBAL FUND:  In exchange for IMI's business
          management
                    and investment advisory services, the Fund pays IMI a
          monthly fee























                    (based on its average daily net assets during the
          preceding
                    month) at the annual rate of 0.75% of the first $500
          million in
                    average daily net assets and 0.75% on average daily net
          assets
                    over $500 million. For the fiscal year ended December
          31, 1995,
                    the Fund paid IMI an investment management fee of ____%
          of the
                    Fund's average daily net assets. The fees paid by the
          Fund are
                    higher than the average fees paid by other funds with
          similar
                    investment objectives.    

                         IMI voluntarily limits the Fund's total operating
          expenses
                    (excluding Rule 12b-1 fees, interest taxes, brokerage
                    commissions, litigation, indemnification, and
          extraordinary
                    expenses) to an annual rate of 1.95% of the Fund's
          average daily
                    net assets, which may lower the Fund's expenses and
          increase its
                    yield.  This voluntary expense limitation may be
          terminated at
                    any time, at which point the Fund's expenses may
          increase and its
                    yield may be reduced (depending on the value of the
          Fund's total
                    assets when the termination occurs).    

                         ALL FUNDS:  IMI pays all expenses that it incurs
          in
                    rendering management services to the Funds. Each Fund
          bears its
                    own operational costs. General expenses of the Trust
          that are not
                    readily identifiable as belonging to a particular
          series of the
                    Trust (or a particular class thereof) are allocated
          among and
                    charged to each series based on its relative net asset
          size.
                    Expenses that are attributable to a particular Fund (or
          class
                    thereof) will be borne by that Fund (or class)
          directly. The fees
                    payable to IMI are subject to any reimbursement or fee
          waiver to
                    which IMI may agree (and to any applicable state
          regulations that













                    may require IMI to reimburse a Fund if its aggregate
          operating
                    expenses exceed certain limitations).     

                         The ratio of operating expenses (after expense
                    reimbursements or fee waivers, where applicable) to
          average daily
                    net assets for Class A and Class B shares of the Funds
          (and Class
                    I, in the case of Ivy International Fund) for the
          fiscal year
                    ended December 31, 1995 were ____% and ____%,
          respectively, for
                    Ivy Canada Fund; ____% and ____%, respectively, for Ivy
          China
                    Region Fund; ____% and ____%, respectively, for Ivy
          Global Fund; 
                    ____%, ____% and ____%, respectively, for Ivy
          International Fund;
                    ____% and ____%, respectively, for Ivy Latin America
          Strategy
                    Fund; and ____% and ____%, respectively, for Ivy New
          Century
                    Fund. (No expense data is available for the same period
          for Class
                    C shares, since the inception date for Class C shares
          is April
                    30, 1996.)      

                         PORTFOLIO MANAGEMENT:  The following individuals
          have
                    responsibilities for management of the Funds:      

                    -    Frederick Sturm, a Vice President of MFC, is the
          portfolio
                         manager for Ivy Canada Fund.  Mr. Sturm joined MFC
          in 1983
                         and has 11 years of professional investment
          experience.

                    -    Michael G. Landry, the President and a Director of
          IMI and
























                         MIMI and the President and a Trustee of the Trust,
          is the
                         investment strategist for all of the Funds other
          than Ivy
                         Canada Fund.  Mr. Landry joined MIMI in 1987 and
          IMI in 1992
                         and was previously a senior vice president and
          portfolio
                         manager with the Templeton organization.  He has
          over 20
                         years of professional investment experience, and
          is a
                         graduate of Carleton University.  

                    -    Barbara Trebbi, a Senior Vice President of MIMI
          and IMI, is
                         the portfolio manager for Ivy China Region Fund
          and Ivy
                         Global Fund and is one of several portfolio
          managers of Ivy
                         New Century Fund.  Ms. Trebbi joined MIMI in 1988
          and IMI in
                         1992 and has 7 years of professional investment
          experience. 

                    -    Hakan Castegren, President of Northern Cross, has
          been the
                         portfolio manager for Ivy International Fund since
          1986 and
                         has 36 years of professional investment
          experience. 

                    -    Juan C. Dominguez is the portfolio manager for Ivy
          Latin
                         America Strategy Fund and is one of several
          portfolio
                         managers of Ivy New Century Fund.  Prior to
          joining MIMI and
                         IMI in 1994, Mr. Dominguez was the Latin American
          analyst at
                         Gabelli & Company.

                    -    Leslie A. Ferris, a Senior Vice President of MIMI
          and IMI,
                         has been a portfolio manager of Ivy New Century
          Fund since
                         the Fund's inception in 1994.  Ms. Ferris joined
          MIMI in
                         1988 and IMI in 1992 and has 13 years of
          professional
                         investment experience.  She is a Chartered
          Financial Analyst
                         and holds an MBA degree from the University of
          Chicago.












                         Prior to joining MIMI, she was a portfolio manager
          at Kemper
                         Financial Services Inc. from 1982 to 1988.

                    FUND ADMINISTRATION AND ACCOUNTING

                         MIMI provides various administrative services for
          the Funds,
                    such as maintaining the registration of Fund shares
          under state
                    "Blue Sky" laws, and assisting with the preparation of
          Federal,
                    state and local income tax returns and financial
          statements and
                    periodic reports to shareholders. MIMI also assists the
          Trust's
                    legal counsel with the filing of registration
          statements, proxies
                    and other required filings under Federal and state law. 
          Under
                    this arrangement, the net assets attributable to each
          Fund's
                    Class A, Class B and Class C shares are subject to a
          monthly fee
                    at the annual rate of 0.10%.  The net assets
          attributable to Ivy
                    International Fund's Class I shares are subject to a
          monthly fee
                    at the annual rate of 0.01%.    

                         MIMI also provides certain accounting and pricing
          services
                    for the Funds. For these services, each Fund pays MIMI
          out-of-
                    pocket expenses as incurred and a monthly fee based
          upon the
                    Fund's net assets at the end of the preceding month at
          the
                    following rates:  $1,250 when net assets are $10
          million and
                    under; $2,500 when net assets are over $10 million to
          $40
























                    million; $5,000 when net assets are over $40 million to
          $75
                    million; and $6,500 when net assets are over $75
          million.    

                    TRANSFER AGENT

                         MIISC provides transfer agent, dividend-paying
          agent, and
                    certain shareholder-related services for the Funds.
          Certain
                    broker-dealers that maintain shareholder accounts with
          the Funds
                    through an omnibus account provide transfer agent and
          other
                    shareholder-related services that would otherwise be
          provided by
                    MIISC if the individual accounts that comprise the
          omnibus
                    account were opened by their beneficial owners
          directly. As
                    compensation for these services, MIISC pays the
          broker-dealer a
                    per account fee for each open account within the
          omnibus account,
                    or a fixed rate (e.g., .10%) based on the average daily
          net asset
                    value of the omnibus account (or a combination
          thereof).    

                    ALTERNATIVE PURCHASE ARRANGEMENTS

                         CLASS A SHARES: Class A shares are subject to a
          fixed
                    initial sales charge, unless (i) the amount you
          purchase is
                    $500,000 or more (see "Contingent Deferred Sales Charge
          -- Class
                    A Shares") or (ii) you qualify for a reduced initial
          sales charge
                    (see "Qualifying for a Reduced Sales Charge"). Class A
          shares are
                    subject to ongoing service fees at an annual rate of
          0.25% of a
                    Fund's average daily net assets attributable to its
          Class A
                    shares.  If you do not specify on your account
          application which
                    class of shares you are purchasing, it will be assumed
          that you
                    are investing in Class A shares.

                         CLASS B AND CLASS C SHARES: Class B and Class C
          shares are












                    not subject to an initial sales charge, but are subject
          to a
                    contingent deferred sales charge ("CDSC") if redeemed
          within six
                    years of purchase, in the case of Class B shares, or
          within one
                    year of purchase, in the case of Class C shares. Both
          classes of
                    shares are subject to ongoing service and distribution
          fees at a
                    combined annual rate of up to 1.00% of a Fund's average
          daily net
                    assets attributable to its Class B or Class C shares.
          The ongoing
                    distribution fee will cause these shares to have a
          higher expense
                    ratio than that of Class A shares. Also, to the extent
          that a
                    Fund pays any dividends, these higher expenses will
          result in
                    lower dividends than those paid on Class A shares.    

                         CLASS I SHARES:  Class I shares are offered by Ivy
                    International Fund only to institutions and certain
          individuals,
                    and are not subject to an initial sales charge or a
          CDSC, nor to
                    ongoing service or distribution fees. Class I shares
          also bear
                    lower administrative services fees and transfer agency
          fees than
                    Class A, Class B and Class C shares.    

                         FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE: 
          The multi-
                    class structure of the Funds allows you to choose the
          most
                    beneficial way to buy shares given the size of your
          purchase and
                    the length of time you expect to hold your shares. You
          should

























                    consider whether, during the anticipated life of your
          Fund
                    investment, the accumulated service and distribution
          fees on
                    Class B and Class C shares would be less than the
          initial sales
                    charge and accumulated service fees on Class A shares
          purchased
                    at the same time, and to what extent this differential
          would be
                    offset by the Class A shares' potentially higher yield.
          Also,
                    sales personnel may receive different compensation
          depending on
                    which class of shares they are selling. The tables
          under the
                    caption "Annual Fund Operating Expenses" at the
          beginning of this
                    Prospectus contain additional information that is
          designed to
                    assist you in making this determination.    

                    DIVIDENDS AND TAXES

                         Dividends and capital gain distributions that you
          receive
                    from a Fund are reinvested in additional shares of the
          same class
                    of a Fund unless you elect to receive them in cash (and
          the U.S.
                    Postal Service is able to deliver your checks). Because
          of the
                    higher expenses associated with Class B and Class C
          shares, any
                    dividend on these shares will be lower than on Class A
                    shares.    

                         Each Fund intends to make a distribution for each
          fiscal
                    year of any net investment income and net realized
          short-term
                    capital gain, as well as any net long-term capital gain
          realized
                    during the year.  An additional distribution may be
          made of net
                    investment income, net realized short-term capital
          gains and net
                    realized long-term capital gains to comply with the
          calendar year
                    distribution requirement under the excise tax
          provisions of
                    Section 4982 of the Code.    














                         TAXATION:  The following discussion is intended
          for general
                    information only. An investor should consult his or her
          own tax
                    adviser as to the tax consequences of an investment in
          a
                    particular Fund, including the status of distributions
          from the
                    Fund under applicable state or local law.    

                         Each Fund intends to qualify annually and elect to
          be
                    treated as a regulated investment company under the
          Code.  To
                    qualify, each Fund must beet certain income,
          distribution and
                    diversification requirements.  In any year in which a
          Fund
                    qualifies as a regulated investment company and timely
                    distributes all of its taxable income, the Fund
          generally will
                    not pay any U.S. Federal income or excise tax.

                         Dividends paid out of a Fund's investment company
          taxable
                    income (including dividends, interest and net
          short-term capital
                    gains) will be taxable to a shareholder as ordinary
          income. If a
                    portion of a Fund's income consists of dividends paid
          by U.S.
                    corporations, a portion of the dividends paid by the
          Fund may be
                    eligible for the corporate dividends-received
          deduction.
                    Distributions of net capital gains (the excess of net
          long-term
                    capital gains over net short-term capital losses), if
          any,
                    designated as capital gain dividends are taxable as
          long-term

























                    capital gains, regardless of how long the shareholder
          has held a
                    Fund's shares. Dividends are taxable to shareholders in
          the same
                    manner whether received in cash or reinvested in
          additional Fund
                    shares.    

                         If, for any year, a Fund's total distributions
          exceed its
                    earnings and profits, the excess will generally be
          treated as a
                    return of capital. The amount treated as a return of
          capital will
                    reduce a shareholder's adjusted basis in his or her
          shares
                    (thereby increasing his or her potential gain or
          reducing his or
                    her potential loss on the sale of his or her shares)
          and, to the
                    extent that the amount exceeds this basis, will be
          treated as a
                    taxable gain.    

                         A distribution will be treated as paid on December
          31 of the
                    current calendar year if it is declared by a Fund in
          October,
                    November or December with a record date in such a month
          and paid
                    by the Fund during January of the following calendar
          year. Such
                    distributions will be taxable to shareholders in the
          calendar
                    year in which the distributions are declared, rather
          than the
                    calendar year in which the distributions are
          received.    

                         Investments in securities that are issued at a
          discount will
                    result each year in income to a Fund equal to a portion
          of the
                    excess of the face value of the securities over their
          issue
                    price, even though the Fund receives no cash interest
          payments
                    from the securities.    

                         Income and gains received by a Fund from sources
          within
                    foreign countries may be subject to foreign withholding
          and other













                    taxes. Unless a Fund is eligible to and elects to "pass
          through"
                    to its shareholders the amount of foreign income and
          similar
                    taxes paid by the Fund, these taxes will reduce the
          Fund's
                    investment company taxable income, and distributions of
                    investment company taxable income received from the
          Fund will be
                    treated as U.S. source income.    

                         Any gain or loss realized by a shareholder upon
          the sale or
                    other disposition of shares of a Fund, or upon receipt
          of a
                    distribution in complete liquidation of the Fund,
          generally will
                    be a capital gain or loss which will be long-term or
          short-term,
                    generally depending upon the shareholder's holding
          period for the
                    shares.    

                         A Fund may be required to withhold U.S. Federal
          income tax
                    at the rate of 31% of all taxable distributions payable
          to
                    shareholders who fail to provide the Fund with their
          correct
                    taxpayer identification number or to make required
                    certifications, or who have been notified by the
          Internal Revenue
                    Service that they are subject to backup withholding.
          Backup
                    withholding is not an additional tax. Any amounts
          withheld may be
                    credited against the shareholder's U.S. Federal income
          tax
                    liability.    













                         Fund distributions may be subject to state, local
          and












                    foreign taxes. Distributions of a Fund which are
          derived from
                    interest on obligations of the U.S. Government and
          certain of its
                    agencies, authorities and instrumentalities may be
          exempt from
                    state and local taxes in certain states. Further
          information
                    relating to tax consequences is contained in the SAI.
              

                    PERFORMANCE DATA

                         Performance information (e.g., "total return" and
          "yield")
                    is computed separately for each class of Fund shares in
                    accordance with formulas prescribed by the SEC.
          Performance
                    information for each class may be compared in reports
          and
                    promotional literature to indices such as the Standard
          and Poor's
                    500 Stock Index, Dow Jones Industrial Average, and
          Morgan Stanley
                    Capital International World Index. Advertisements,
          sales
                    literature and communications to shareholders may also
          contain
                    statements of a Fund's current yield, various
          expressions of
                    total return and current distribution rate. Performance
          figures
                    will vary in part because of the different expense
          structures of
                    the Funds' different classes. ALL PERFORMANCE
          INFORMATION IS
                    HISTORICAL AND IS NOT INTENDED TO SUGGEST FUTURE
          RESULTS.    

                         "Total return" is the change in value of an
          investment in a
                    Fund for a specified period, and assumes the
          reinvestment of all
                    distributions and imposition of the maximum applicable
          sales
                    charge. "Average annual total return" represents the
          average
                    annual compound rate of return of an investment in a
          particular
                    class of Fund shares assuming the investment is held
          for one
                    year, five years and ten years as of the end of the
          most recent













                    calendar quarter. Where a Fund provides total return
          quotations
                    for other periods, or based on investments at various
          sales
                    charge levels or at net asset value, "total return" is
          based on
                    the total of all income and capital gains paid to (and
          reinvested
                    by) shareholders, plus (or minus) the change in the
          value of the
                    original investment expressed as a percentage of the
          purchase
                    price.    

                         "Current yield" reflects the income per share
          earned by a
                    Fund's portfolio investments, and is calculated by
          dividing the
                    Fund's net investment income per share during a recent
          30-day
                    period by the maximum public offering price on the last
          day of
                    that period and then annualizing the result. Dividends
          or
                    distributions that were paid to a Fund's shareholders
          are
                    reflected in the "current distribution rate," which is
          computed
                    by dividing the total amount of dividends per share
          paid by a
                    Fund during the preceding 12 months by the Fund's
          current maximum
                    offering price (which includes any applicable sales
          charge). The
                    "current distribution rate" will differ from the
          "current yield"
                    computation because it may include distributions to
          shareholders
                    from sources other than dividends and interest, short
          term
                    capital gain and net equalization credits and will be
          calculated
                    over a different period of time.    
























                    HOW TO BUY SHARES

                         The minimum initial investment is $1,000; the
          minimum
                    additional investment is $100. Initial or additional
          investment
                    amounts for retirement accounts may be less. See
          "Retirement
                    Plans." Accounts in Class I of Ivy International Fund
          can be
                    opened with a minimum initial investment of $5,000,000;
          the
                    minimum additional investment is $10,000. The minimum
          initial
                    investment in Class I of Ivy International Fund may be
          spread
                    over the thirteen-month period after an Institution or
          a high net
                    worth individual opens an account and the Fund, at its
                    discretion, may accept initial and additional
          investments of
                    small amounts. All purchases must be made in U.S.
          dollars.
                    Complete the Account Application attached to this
          Prospectus.
                    Indicate whether you are purchasing Class A, Class B,
          Class C or
                    Class I shares (in the case of Ivy International Fund).
          If you do
                    not specify which class of shares you are purchasing,
          MIISC will
                    assume you are investing in Class A shares. The Fund
          reserves the
                    right to reject for any reason any purchase order or
          exchange
                    (see "Exchange Privilege" below).    

                         OPENING AN ACCOUNT

                         By Check:

                         1.   Make your check payable to the Fund in which
          you are
                              investing.

                         2.   Deliver the completed application and check
          to your
                              registered representative or selling broker,
          or mail it
                              directly to MIISC.

                         3.   Our address is:













                                     Mackenzie Ivy Investor Services Corp.
                                     P.O. Box 3022
                                     Boca Raton, FL 33431-0922

                         4.   Our courier address is:

                                     Mackenzie Ivy Investor Services Corp.
                                     700 South Federal Highway, Suite 300
                                     Boca Raton, FL 33432

                         By Wire

                         1.   Deliver a completed fund application to your
          registered
                              representative or selling broker, or mail it
          directly
                              to MIISC. Before wiring any funds, please
          contact MIISC
                              at 1-800-777-6472 to verify your account
          number.















                         2.   Instruct your bank to wire funds to:

                                        Barnett Bank of Palm Beach County
                                        ABA # 067008582
                                        For deposit to The Ivy Mackenzie
          Funds
                                        a/c #1455031505
                                        Name of your account
                                        Your Ivy or Mackenzie account
          number
                                        The Ivy or Mackenzie Fund you are
          buying

                         Your bank may charge a fee for wiring funds.

                         THROUGH A REGISTERED SECURITIES DEALER:  You may
          also place
                    an order to purchase shares through your Registered
          Securities












                    Dealer.

                         BUYING ADDITIONAL SHARES

                         By Check:

                         1.   Complete the investment stub attached to your
          statement
                              or include a note with your investment
          listing the name
                              of the Fund, the class of shares to purchase,
          your
                              account number and the name(s) in which the
          account is
                              registered.

                         2.   Make your check payable to the fund in which
          you are
                              investing.

                         3.   Mail the account information and check to:

                      Mackenzie Ivy Investor Services Corp.
                                  P.O. Box 3022
                            Boca Raton, FL 33431-0922

                         Our courier address is:

                      Mackenzie Ivy Investor Services Corp.
                      700 South Federal Highway, Suite 300
                              Boca Raton, FL 33432

                         or deliver it to your registered representative or
          selling
                         broker.


































                         By Wire

                         Instruct your bank to wire funds to:

                        Barnett Bank of Palm Beach County
                                 ABA # 067008582
                                 For deposit to
                             The Ivy Mackenzie Funds
                                a/c # 1455031505
                              Name of your account
                      Your Ivy or Mackenzie account number
                    The Ivy or Mackenzie fund you are buying

                         Your bank may charge a fee for wiring funds.

                         THROUGH A REGISTERED SECURITIES DEALER:  You may
          also place
                    an order to purchase shares through your Registered
          Securities
                    Dealer.

                         BY AUTOMATIC INVESTMENT METHOD ("AIM")

                         1.   Complete the "Automatic Investment Method"
          and
                              "Wire/EFT Information" sections on the
          Account
                              Application designating a bank account from
          which funds
                              may be drawn. Please note that in order to
          invest using
                              this method, your bank must be a member of
          the
                              Automated Clearing House system ("ACH"). The
          minimum
                              investment under this plan is $50 per month
          ($25 per
                              month for retirement plans). Please remember
          to attach
                              a voided check to your account application.

                         2.   At pre-specified intervals, your bank account
          will be
                              debited and the proceeds will be credited to
          your Ivy
                              Mackenzie Fund account.

                    HOW YOUR PURCHASE PRICE IS DETERMINED

                         Your purchase price for Class A shares of a Fund
          is the net












                    asset value per share plus a sales charge, which may be
          reduced
                    or eliminated in certain circumstances. The purchase
          price per
                    share is known as the public offering price. Your
          purchase price
                    for Class B and Class C shares (and Class I shares, in
          the case
                    of Ivy International Fund) is the net asset value per
          share.    

                         Share purchases will be made at the next
          determined price
                    after your purchase order is received. The price is
          effective for
                    orders received by MIISC or by your registered
          securities dealer
                    prior to the time of the determination of the net asset
          value.
                    Any orders received after the time of the determination
          of the
                    net asset value will be entered at the next calculated
          price.    

                         Orders placed with a securities dealer before the
          net asset
                    value is determined that are transmitted through the
          facilities
                    of the National Securities Clearing Corporation by 7:00
          p.m.












                    Eastern Time on the same day are confirmed at that
          day's price.
                    Any loss resulting from the dealer's failure to submit
          an order
                    by the deadline will be borne by that dealer.    

                         You will receive an account statement after any
          purchase,
                    exchange or full liquidation. Statements related to
          reinvestment
                    of dividends, capital gains, automatic investment plans
          (see the












                    SAI for further explanation) and/or systematic
          withdrawal plans
                    will be sent quarterly.    

                    HOW EACH FUND VALUES ITS SHARES

                         The net asset value ("NAV") per share is the value
          of one
                    share. The NAV is determined in the following manner:
          the total
                    of all liabilities, including accrued expenses and
          taxes and any
                    necessary reserves, is deducted from the aggregate
          value of all
                    assets, and the difference is divided by the number of
          shares
                    outstanding at the time, adjusted to the nearest cent.
          The NAV
                    per share is determined once every business day (as of
          the close
                    of regular trading on each day the New York Stock
          Exchange is
                    open, normally 4:00 p.m., Eastern time) (see the SAI
          under "Net
                    Asset Value" for a detailed description of how the NAV
          is
                    determined). Trading of foreign securities may not
          occur on every
                    business day, and may occur on days when the New York
          Stock
                    Exchange is closed.    

                    INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES

                         Shares are purchased at a public offering price
          equal to
                    their NAV per share plus a sales charge, as set forth
          below.

                                                  SALES CHARGE           
                                                              
                                                                        
          PORTION OF
                                                  AS A         AS A       
          PUBLIC
                                               PERCENTAGE   PERCENTAGE   
          OFFERING
                                               OF PUBLIC      OF NET       
          PRICE
                                                OFFERING      AMOUNT     
          RETAINED
                     AMOUNT INVESTED             PRICE       INVESTED    
          BY DEALER













                     Less than $50,000 . . .     5.75%         6.10%       
          5.00%

                     $50,000  but  less  than    5.25%         5.54%       
          4.50%
                     $100,000  . . . . . . .
                     $100,000  but less  than    4.50%         4.71%       
          3.75%
                     $250,000  . . . . . . .
                     $250,000  but less  than    3.00%         3.09%       
          2.50%
                     $500,000  . . . . . . .
                     $500,000 or over* . . .     0.00%         0.00%       
          0.00%

                    *    A CDSC may apply to the redemption of Class A
          shares that
                         are purchased without an initial sales charge. See
                         "Contingent Deferred Sales Charge -- Class A
          Shares."













                         Sales charges are not applied to any dividends
          that are
                    reinvested in additional shares of the Fund.  An
          investor may be
                    charged a transaction fee for Class A and Class I
          shares (in the
                    case of Ivy International Fund) purchased or redeemed
          at NAV
                    through a broker or agent other than MIFDI.    

                         With respect to purchases of $500,000 or more
          through
                    dealers or agents, MIFDI may, at the time of purchase,
          pay such
                    dealers or agents from its own resources a commission
          to
                    compensate such dealers or agents for their
          distribution
                    assistance in connection with such purchases. The
          commission













                    would be computed at 0.50% of the first $3,000,000
          invested;
                    0.25% of the next $2,000,000 invested; and 0.10% of the
          amount
                    invested in excess of $5,000,000. Dealers who receive
          90% or more
                    of the sales charge may be deemed to be "underwriters"
          as that
                    term is defined in the 1933 Act.

                         MIFDI compensates participating brokers who sell
          Class A
                    shares through the initial sales charge. MIFDI retains
          that
                    portion of the initial sales charge that is not
          reallowed to the
                    dealers, which it may use to distribute the Fund's
          Class A
                    shares. Pursuant to separate distribution plans for the
          Fund's
                    Class A, Class B and Class C shares, MIFDI bears
          various
                    promotional and sales related expenses, including the
          cost of
                    printing and mailing prospectuses to persons other than
                    shareholders. Pursuant to the Fund's distribution plans
                    applicable to its Class A, Class B and Class C shares,
          MIFDI
                    currently pays a continuing service fee to qualified
          dealers at
                    an annual rate of 0.25% of qualified investments.    

                         MIFDI may from time to time pay a bonus or other
          incentive
                    to dealers (other than MIFDI) which employ a registered
                    representative who sells a minimum dollar amount of the
          shares of
                    the fund and/or other funds distributed by MIFDI during
          a
                    specified period of time. This bonus or other incentive
          may take
                    the form of payment for travel expenses, including
          lodging,
                    incurred in connection with trips taken by qualifying
          registered
                    representatives and members of their families to places
          within or
                    without the United States or other bonuses such as gift
                    certificates or the cash equivalent of such bonus or
                    incentive.    

                    CONTINGENT DEFERRED SALES CHARGE -- CLASS A SHARES














                         Purchases of $500,000 or more of Class A shares
          will be made
                    at NAV with no initial sales charge, but if the shares
          are
                    redeemed within 24 months after the end of the calendar
          month in
                    which the purchase was made (the CDSC period), a CDSC
          of 1.00%
                    will be imposed (0.50%, in the case of Ivy
          International Fund).

                         In order to recover commissions paid to dealers on
          NAV
                    transfers (as defined in "Purchases of Class A Shares
          at Net
                    Asset Value"), Class A shares of a Fund are subject to
          a CDSC of
                    1.00% for certain redemptions within 24 months after
          the date of












                    purchase.

                         The charge will be assessed on an amount equal to
          the lesser
                    of the current market value or the original purchase
          cost of the
                    Class A shares redeemed. Accordingly, no CDSC will be
          imposed on
                    increases in account value above the initial purchase
          price,
                    including any dividends which have been reinvested in
          additional
                    Class A shares.

                         In determining whether a CDSC applies to a
          redemption, the
                    calculation will be determined in a manner that results
          in the
                    lowest possible rate being charged. Therefore, it will
          be assumed
                    that the redemption is first made from any shares in
          your account
                    not subject to the CDSC. The CDSC is waived in certain












                    circumstances. See the discussion below under the
          caption "Waiver
                    of Contingent Deferred Sales Charge."

                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE:  The
          CDSC is
                    waived for (i) redemptions in connection with
          distributions not
                    exceeding 12% annually of the initial account balance
          (i.e., the
                    value of the shareholder's Class A Fund account at the
          time of
                    the initial distribution) (a) following retirement
          under a tax
                    qualified retirement plan, or (b) upon attaining age 59
          1/2 in
                    the case of an IRA, a custodial account pursuant to
          section
                    403(b)(7) of the Code or a Keogh Plan; (ii) redemption
          resulting
                    from tax-free return of an excess contribution to an
          IRA; or
                    (iii) any partial or complete redemption following the
          death or
                    disability (as defined in Section 72(m)(7) of the Code)
          of a
                    shareholder from an account in which the deceased or
          disabled is
                    named, provided that the redemption is requested within
          one year
                    of death or disability. The Distributor may require
          documentation
                    prior to waiver of the CDSC.

                         Class A shareholders may exchange their Class A
          shares
                    subject to a CDSC ("outstanding Class A shares") for
          Class A
                    shares of another Ivy or Mackenzie Fund ("new Class A
          shares") on
                    the basis of the relative NAV per Class A share,
          without the
                    payment of any CDSC that would be due upon the
          redemption of the
                    outstanding Class A shares. The original CDSC rate that
          would
                    have been charged if the outstanding Class A shares
          were redeemed
                    will carry over to the Class A shares received in the
          exchange,
                    and will be charged accordingly at the time of
          redemption.

                    QUALIFYING FOR A REDUCED SALES CHARGE












                         RIGHTS OF ACCUMULATION (ROA):  Rights of
          Accumulation
                    ("ROA") is calculated by determining the current market
          value of
                    all Class A shares in all Ivy or Mackenzie fund
          accounts (except
                    Ivy Money Market Fund) owned by you, your spouse, and
          your
                    children under 21 years of age. ROA is also applicable
          to
                    accounts under a trustee or other single fiduciary
          (including
                    retirement accounts qualified under Section 401 of the
          Code). The
                    current market value of each of your accounts as
          described above
                    is added together and then added to your current
          purchase amount.












                    If the combined total is equal or greater than a
          breakpoint
                    amount for a Fund, then you qualify for the reduced
          sales charge.
                    To reduce or eliminate the sales charge, you must
          complete
                    Section 4B of the new account application.

                         LETTER OF INTENT (LOI):  A Letter of Intent
          ("LOI") is a
                    non-binding agreement that states your intention to
          invest in
                    additional Class A shares, within a thirteen month
          period after
                    the initial purchase, an amount equal to a breakpoint
          amount for
                    a Fund. The LOI may be backdated up to 90 days. To sign
          an LOI,
                    please complete Section 4B of the new account
          application.

                         Should the LOI not be fulfilled within the
          thirteen month













                    period, your account will be debited for the difference
          between
                    the full sales charge that applies for the amount
          actually
                    invested and the reduced sales charge actually paid on
          purchases
                    placed under the terms of the LOI.

                         PURCHASES OF CLASS A SHARES AT NET ASSET VALUE: 
          An investor
                    who was a shareholder of any Ivy Fund on December 31,
          1991 or a
                    shareholder of American Investors Income Fund, Inc. or
          American
                    Investors Growth Fund, Inc. on October 31, 1988 and who
          became a
                    shareholder of Ivy Bond Fund (formerly Mackenzie Fixed
          Income
                    Trust) or Ivy Growth Fund as a result of the respective
                    reorganizations of the funds will be exempt from sales
          charges on
                    the purchase of Class A shares of any Ivy or Mackenzie
          Fund. This
                    privilege is also available to immediate family members
          of a
                    shareholder (i.e., the shareholder's children, the
          shareholder's
                    spouse and the children of the shareholder's spouse).
          This no-
                    load privilege terminates for the investor if the
          investor
                    redeems all shares owned. Shareholders and their
          relatives as
                    described above should call 1-800-235-3322 for
          information about
                    additional purchases or to inquire about their account.

                         Class A shares of a Fund may be purchased without
          an initial
                    sales charge or CDSC by (i) officers and Trustees of
          the Trust
                    (and their relatives), (ii) officers, directors,
          employees,
                    retired employees, legal counsel and independent
          accountants of
                    IMI, MIMI, and MFC (and their relatives), and (iii)
          directors,
                    officers, partners, registered representatives,
          employees and
                    retired employees (and their relatives) of dealers
          having a sales
                    agreement with MIFDI (or trustees or custodians of any
          qualified













                    retirement plan or IRA established for the benefit of
          any such
                    person).  In addition, certain investment advisors and
          financial
                    planners who charge a management, consulting or other
          fee for
                    their services and who place trades for their own
          accounts and
                    the accounts of their clients may purchase Class A
          shares of a
                    Fund without an initial sales charge or a CDSC,
          provided such
                    purchases are placed through a broker or agent who
          maintains an
                    omnibus account with that Fund. Also, clients of these
          advisors
                    and planners may make purchases under the same
          conditions if the
                    purchases are through the master account of such
          advisor or
                    planner on the books of such broker or agent.  THIS
          PROVISION
                    APPLIES TO ASSETS OF RETIREMENT AND DEFERRED
          COMPENSATION PLANS












                    AND TRUSTS USED TO FUND THOSE PLANS INCLUDING, BUT NOT
          LIMITED
                    TO, THOSE DEFINED IN SECTION 401(a), 403(b) OR 457 OF
          THE CODE
                    AND "RABBI TRUSTS" WHOSE ASSETS ARE USED TO PURCHASE
          SHARES OF A
                    FUND THROUGH THE AFOREMENTIONED CHANNELS.

                         Class A shares of a Fund may be purchased at NAV
          by
                    retirement plans qualified under section 401(a) or
          403(b) of the
                    Code, subject to the Employee Retirement Income
          Security Act of
                    1974, as amended, provided that: (i) either (a) the
          sponsoring
                    organization must have at least 25 employees or (b) the
          aggregate












                    purchases by the retirement plan of Class A shares of
          the Ivy
                    funds must be in an amount of at least $250,000 within
          a
                    reasonable period of time, as determined by MIFDI in
          its sole
                    discretion; and (ii) a CDSC of 1.00% will be imposed on
          such
                    purchases in the event of certain redemption
          transactions within
                    24 months following such purchases.

                         If investments by retirement plans at NAV are made
          through a
                    dealer who has executed a dealer agreement with respect
          to a
                    Fund, MIFDI may, at the time of purchase, pay the
          dealer out of
                    MIFDI's own resources a commission to compensate the
          dealer for
                    its distribution assistance in connection with the
          retirement
                    plan's investment. Commissions would be computed at
          1.00% of the
                    first $3 million invested, 0.50% of the next $2 million
          invested,
                    and 0.25% of the amount invested in excess of $5
          million.  Please
                    contact MIFDI for additional information

                         Class A shares can also be purchased without an
          initial
                    sales charge, but subject to a CDSC of 1.00% during the
          first 24
                    months, by:  (a) any state, county, city (or any
          instrumentality,
                    department, authority or agency of such entities) that
          is
                    prohibited by applicable investment laws from paying a
          sales
                    charge or commission when purchasing shares of a
          registered
                    investment management company (an "eligible
          governmental
                    authority"), and (b) trust companies, bank trust
          departments,
                    credit unions, savings and loans and other similar
          organizations
                    in their fiduciary capacity or for their own accounts,
          subject to
                    any minimum requirements set by MIFDI (currently, these
          criteria
                    require that the amount invested or to be invested in
          the












                    subsequent 13-month period totals at least $250,000).
          In either
                    case, MIFDI may pay commissions to dealers that provide
                    distribution assistance on the same basis as in the
          preceding
                    paragraph.

                         Class A shares of a Fund may also be purchased
          without a
                    sales charge in connection with certain liquidation,
          merger or
                    acquisition transactions involving other investment
          companies or
                    personal holding companies.

                         Each Fund may, from time to time, waive the
          initial sales
                    charge on its Class A shares sold to clients of various
          broker-
                    dealers with which MIFDI has a selling relationship.
          This
                    privilege will apply only to Class A Shares of a Fund
          that are
                    purchased using all or a portion of the proceeds
          obtained by such












                    clients through redemptions of shares (on which a
          commission has
                    been paid) of an investment company (other than
          Mackenzie Series
                    Trust or the Trust), unit investment trust or limited
          partnership
                    ("NAV transfers"). Some dealers may elect not to
          participate in
                    this program. Those dealers that do elect to
          participate in the
                    program must complete certain forms required by MIFDI.
          The normal
                    service fee, as described in the "Initial Sales Charge
                    Alternative -- Class A Shares" and "Contingent Deferred
          Sales
                    Charge Alternative -- Class B and Class C Shares"
          sections of












                    this Prospectus, will be paid to dealers in connection
          with these
                    purchases. Additional information on reductions or
          waivers may be
                    obtained from MIFDI at the address listed on the cover
          of the
                    Prospectus.    

                       CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE --
          CLASS B AND
                    CLASS C SHARES

                         Class B and Class C shares are offered at NAV per
          share
                    without a front end sales charge. However, Class C
          shares
                    redeemed within one year of purchase will be subject to
          a CDSC of
                    1%, and Class B shares redeemed within six years of
          purchase will
                    be subject to a CDSC at the rates set forth below. This
          charge
                    will be assessed on an amount equal to the lesser of
          the current
                    market value or the original purchase cost of the
          shares being
                    redeemed. Accordingly, you will not be assessed a CDSC
          on
                    increases in account value above the initial purchase
          price,
                    including shares derived from dividend reinvestment. In
                    determining whether a CDSC applies to a redemption, the
                    calculation will be determined in a manner that results
          in the
                    lowest possible rate being charged. It will be assumed
          that your
                    redemption comes first from shares you have held beyond
          the
                    requisite maximum holding period or those you acquire
          through
                    reinvestment of dividends or distributions, and next
          from the
                    shares you have held the longest during the requisite
          holding
                    period.    

                         Proceeds from the CDSC are paid to MIFDI. MIFDI
          uses them,
                    in whole or in part, to defray its expenses related to
          providing
                    each Fund with distribution services in connection with
          the sale
                    of Class B and Class C shares, such as compensating
          selected












                    dealers and agents for selling these shares. The
          combination of
                    the CDSC and the distribution and service fees makes it
          possible
                    for a Fund to sell Class B or Class B shares without
          deducting a
                    sales charge at the time of the purchase.    

                         In the case of Class B shares, the amount of the
          CDSC, if
                    any, will vary depending on the number of years from
          the time you
                    purchase your Class B shares until the time you redeem
          them.
                    Solely for purposes of determining this holding period,
          any
                    payments you make during the quarter will be aggregated
          and
                    deemed to have been made on the last day of the
          quarter.    
















                    Class B Shares:

                                                                      
          CONTINGENT
                                                                    
          DEFERRED SALES
                                                                     
          CHARGE AS A
                                                                    
          PERCENTAGE OF
                                                                     DOLLAR
          AMOUNT
                     YEAR SINCE PURCHASE                           SUBJECT
          TO CHARGE

                     First . . . . . . . . . . . . . . . . . . . .        
          5%













                     Second  . . . . . . . . . . . . . . . . . . .        
          4%

                     Third . . . . . . . . . . . . . . . . . . . .        
          3%
                     Fourth  . . . . . . . . . . . . . . . . . . .        
          3%
                     Fifth . . . . . . . . . . . . . . . . . . . .        
          2%
                     Sixth . . . . . . . . . . . . . . . . . . . .        
          1%
                     Seventh and thereafter  . . . . . . . . . . .        
          0%


                         MIFDI currently intends to pay to dealers a sales
          commission
                    of 4% of the sale price of Class B shares that they
          have sold,
                    and will receive the entire amount of the CDSC paid by
                    shareholders on the redemption of Class B shares to
          finance the
                    4% commission and related marketing expenses.

                         With respect to Class C shares, MIFDI currently
          intends to
                    pay to dealers a sales commission of 1% of the sale
          price of
                    Class C shares that they have sold, a portion of which
          is to
                    compensate the dealers for providing Class C
          shareholder account
                    services during the first year of investment. MIFDI
          will receive
                    the entire amount of the CDSC paid by shareholders on
          the
                    redemption of Class C shares to finance the 1%
          commission and
                    related marketing expenses.    

                         Pursuant to separate distribution plans for the
          Funds' Class
                    B and Class C shares, MIFDI bears various promotional
          and sales
                    related expenses, including the cost of printing and
          mailing
                    prospectuses to persons other than shareholders. Under
          the Funds'
                    Class B Plan, MIFDI retains 0.75% of the continuing
          1.00%
                    service/distribution fee assessed to Class B
          shareholders, and
                    pays a continuing service fee to qualified dealers at
          an annual












                    rate of 0.25% of qualified investments.  Under the
          Class C Plan,
                    MIFDI pays continuing service/distribution fees to
          qualified
                    dealers at an annual rate of 1.00% of qualified
          investments after
                    the first year of investment (0.25% of which represents
          a service
                    fee).    

                         CONVERSION OF CLASS B SHARES:  Your Class B shares
          and an
                    appropriate portion of both reinvested dividends and
          capital
                    gains on those shares will be converted into Class A
          shares
                    automatically no later than the month following eight
          years after
                    the shares were purchased, resulting in lower annual
          distribution













                    fees. If you exchanged Class B shares into a Fund from
          Class B
                    shares of another Ivy or Mackenzie fund, the
          calculation will be
                    based on the time the shares in the original fund were
          purchased.

                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE:  The
          CDSC is
                    waived for (i) redemptions in connection with
          distributions not
                    exceeding 12% annually of the initial account balance
          (i.e., the
                    value of the shareholder's Class B or Class C Fund
          account at the
                    time of the initial distribution) (a) following
          retirement under
                    a tax qualified retirement plan, or (b) upon attaining
          age 59 1/2
                    in the case of an IRA, a custodial account pursuant to
          section












                    403(b)(7) of the Code or a Keogh Plan; (ii) redemption
          resulting
                    from tax-free return of an excess contribution to an
          IRA; or
                    (iii) any partial or complete redemption following the
          death or
                    disability (as defined in Section 72(m)(7) of the Code)
          of a
                    shareholder from an account in which the deceased or
          disabled is
                    named, provided that the redemption is requested within
          one year
                    of death or disability. The Distributor may require
          documentation
                    prior to waiver of the CDSC.    

                         ARRANGEMENTS WITH BROKER-DEALERS AND OTHERS: 
          MIFDI may, at
                    its own expense, pay concessions in addition to those
          described
                    above to dealers that satisfy certain criteria
          established from
                    time to time by MIFDI.  These conditions relate to
          increasing
                    sales of shares of the Funds over specified periods and
          to
                    certain other factors.  These payments may, depending
          on the
                    dealer's satisfaction of the required conditions, be
          periodic and
                    may be up to (i) 0.25% of the value of Fund shares sold
          by the
                    dealer during a particular period, and (ii) 0.10% of
          the value of
                    Fund shares held by the dealer's customers for more
          than one
                    year, calculated on an annual basis.    

                    HOW TO REDEEM SHARES

                         You may redeem your Fund shares through your
          registered
                    securities representative, by mail, by telephone or by
          Federal
                    Funds wire. A CDSC may apply to certain Class A share
                    redemptions, to Class B share redemptions prior to
          conversion and
                    to Class C shares that are redeemed within one year of
          purchase.
                    All redemptions are made at the NAV next determined
          after a
                    redemption request has been received in good order.
          Requests for













                    redemptions must be received by 4:00 p.m. Eastern Time
          to be
                    processed at the NAV for that day. Any redemption
          request in good
                    order that is received after 4:00 p.m. Eastern Time
          will be
                    processed at the price determined on the following
          business day.
                    IF SHARES TO BE REDEEMED WERE PURCHASED BY CHECK,
          PAYMENT OF THE
                    REDEMPTION MAY BE DELAYED UNTIL THE CHECK HAS CLEARED
          OR FOR UP
                    TO 15 DAYS AFTER THE DATE OF PURCHASE, WHICHEVER IS
          LESS. If you
                    own shares of more than one class of a Fund, the Fund
          will redeem
                    first the shares having the highest 12b-1 fees; any
          shares
                    subject to a CDSC will be redeemed last unless you
          specifically
                    elect otherwise.    

                         When shares are redeemed, a Fund generally sends
          you payment












                    on the next business day. Under unusual circumstances,
          a Fund may
                    suspend redemptions or postpone payment to the extent
          permitted
                    by Federal securities laws. The proceeds of the
          redemption may be
                    more or less than the purchase price of your shares,
          depending
                    upon, among other factors, the market value of the
          Fund's
                    securities at the time of the redemption. If the
          redemption is
                    for over $50,000, or the proceeds are to be sent to an
          address
                    other than the address of record, or an address change
          has
                    occurred in the last 30 days, it must be requested in
          writing












                    with a signature guarantee. See "Signature Guarantees,"
          below.

                         If you are not certain of the requirements for a
          redemption,
                    please contact MIISC at 1-800-777-6472.

                         THROUGH YOUR REGISTERED SECURITIES DEALER:  The
          Dealer is
                    responsible for promptly transmitting redemption
          orders.
                    Redemptions requested by dealers will be made at the
          NAV (less
                    any applicable CDSC) determined at the close of regular
          trading
                    (4:00 p.m. Eastern Time) on the day that a redemption
          request is
                    received in good order by MIISC.

                         BY MAIL:  Requests for redemption in writing are
          considered
                    to be in "proper or good order" if they contain the
          following:

                              Any outstanding certificate(s) for shares
          being
                              redeemed.

                              A letter of instruction, including the fund
          name, the
                              account number, the account name(s), the
          address and
                              the dollar amount or number of shares to be
          redeemed.

                              Signatures of all registered owners whose
          names appear
                              on the account.

                              Any required signature guarantees.

                              Other supporting legal documentation, if
          required (in
                              the case of estates, trusts, guardianships,
                              corporations, retirement plans or other
          representative
                              capacities).

                         The dollar amount or number of shares indicated
          for
                    redemption must not exceed the available shares or NAV
          of your
                    account at the next- determined prices. If your request
          exceeds












                    these limits, then the trade will be rejected in its
          entirety.

                         Mail your request to:

                  Mackenzie Ivy Investor Services Corp.
                              P.O. Box 3022
                        Boca Raton, FL 33431-0922

                         Our courier address is:













                      Mackenzie Ivy Investor Services Corp.
                      700 South Federal Highway, Suite 300
                              Boca Raton, FL 33432

                         By Telephone:  Individual and joint accounts may
          redeem up
                    to $50,000 per day over the telephone by contacting
          MIISC at 1-
                    800-777-6472. In times of unusual economic or market
          changes, the
                    telephone redemption privilege may be difficult to
          implement. If
                    you are unable to execute your transaction by telephone
          (for
                    example, during such times), you may want to consider
          placing the
                    order in writing and sending it by mail or overnight
          courier.

                         Checks will be made payable to the current account
                    registration and sent to the address of record. If
          there has been
                    a change of address in the last 30 days, please use the
                    instructions for redemption requests by mail described
          above. A
                    signature guarantee would be required.

                         Requests for telephone redemptions will be
          accepted from the
                    registered owner of the account, the designated
          registered












                    representative or his/her assistant.

                         Shares held in certificate form cannot be redeemed
          by
                         telephone.

                         If Section 6E of the new account application is
          not
                    completed, telephone redemption privileges will be
          provided
                    automatically. Although telephone redemptions may be a
          convenient
                    feature, you should realize that you may be giving up a
          measure
                    of security that you may otherwise have if you
          terminated the
                    privilege and redeemed your shares in writing. If you
          do not wish
                    to make telephone redemptions or let your registered
                    representative or his/her assistant do so on your
          behalf, you
                    must notify MIISC in writing.

                         Each Fund employs reasonable procedures that
          require
                    personal identification prior to acting on redemption
                    instructions communicated by telephone to confirm that
          such
                    instructions are genuine. In the absence of such
          procedures, a
                    Fund may be liable for any losses due to unauthorized
          or
                    fraudulent telephone instructions. For shareholders who
                    established this feature at the time they opened their
          new
                    account, telephone instructions will be accepted for
          redemption
                    of amounts up to $50,000 and proceeds will be wired on
          the next
                    business day to a predesignated bank account. 

                         In order to add this feature to an existing
          account or to
                    change existing bank account information, please submit
          a letter
                    of instructions including your bank information to
          MIISC at the
                    address provided above. The letter must be signed by
          all
                    registered owners, and their signatures must be
          guaranteed.

                         Your account will be charged a fee of $10 each
          time that












                    redemption proceeds are wired to your bank.












                         Neither IMI nor any of the Funds can be
          responsible for the
                    efficiency of the Federal Funds wire system or the
          shareholder's
                    bank.

                    MINIMUM ACCOUNT BALANCE REQUIREMENTS

                         Due to the high cost of maintaining small accounts
          and
                    subject to state law requirements, a Fund may redeem
          the accounts
                    of shareholders whose investment, including sales
          charges paid,
                    has been less than $1,000 for more than 12 months. The
          Fund will
                    not redeem an account unless the shareholder has been
          given at
                    least 60 days' advance notice of the Fund's intention
          to do so.
                    No redemption will be made if a shareholder's account
          falls below
                    the minimum due to a reduction in the value of the
          Fund's
                    portfolio securities. This provision does not apply to
          IRAs,
                    other retirement accounts and UGMA/UTMA accounts.

                    SIGNATURE GUARANTEES

                         For your protection, and to prevent fraudulent
          redemptions,
                    we require a signature guarantee in order to
          accommodate the
                    following requests:

                         -    Redemption requests over $50,000.

                         -    Requests for redemption proceeds to be sent
          to someone
                              other than the registered shareholder.












                         -    Requests for redemption proceeds to be sent
          to an
                              address other than the address of record.

                         -    Registration transfer requests.

                         -    Requests for redemption proceeds to be wired
          to your
                              bank account (if this option was not selected
          on your
                              original application, or if you are changing
          the bank
                              wire information).

                         A signature guarantee may be obtained only from an
          eligible
                    guarantor institution as defined in Rule 17Ad-15 of the
                    Securities Exchange Act of 1934, as amended. An
          eligible
                    guarantor institution includes banks, brokers, dealers,
          municipal
                    securities dealers, government securities dealers,
          government
                    securities brokers, credit unions, national securities
          exchanges,
                    registered securities associations, clearing agencies
          and savings
                    associations. The signature guarantee must not be
          qualified in
                    any way. Notarizations from notary publics are not the
          same as
                    signature guarantees, and are not accepted.

                         Circumstances other than those described above may
          require a
                    signature guarantee. Please contact MIISC at
          1-800-777-6472 for
                    more information.

                    CHOOSING A DISTRIBUTION OPTION












                         You have the option of selecting the dividend and
          capital












                    gain distribution option that best suits your needs:

                    1.   AUTOMATIC REINVESTMENT OPTION -- Both dividends
          and capital
                         gains are automatically reinvested at NAV in
          additional
                         shares of the same class of a Fund unless you
          specify one of
                         the other options.

                    2.   INVESTMENT IN ANOTHER IVY OR MACKENZIE FUND --
          Both
                         dividends and capital gains are automatically
          invested at
                         NAV in another Ivy or Mackenzie Fund of the same
          class.

                    3.   DIVIDENDS IN CASH/CAPITAL GAINS REINVESTED --
          Dividends will
                         be paid in cash. Capital gains will be reinvested
          at NAV in
                         additional shares of the same class of a Fund or
          another Ivy
                         or Mackenzie Fund of the same class.

                    4.   DIVIDENDS AND CAPITAL GAINS IN CASH -- Both
          dividends and
                         capital gains will be paid in cash.

                         If you wish to have your cash distributions
          deposited
                    directly to your bank account via electronic funds
          transfer, or
                    if you wish to change your distribution option, please
          contact
                    MIISC at 1-800-777-6472.

                         If you wish to have your cash distributions go to
          an address
                    other than the address of record, a signature guarantee
          is
                    required.

                    TAX IDENTIFICATION NUMBER

                         In general, to avoid being subject to a 31%
          Federal backup
                    withholding tax on dividends, capital gains
          distributions and
                    redemption proceeds, you must furnish a Fund with your
          certified
                    tax identification number ("TIN") and certify that you
          are not













                    subject to backup withholding due to prior
          underreporting of
                    interest and dividends to the Internal Revenue Service.
          If you
                    fail to provide a certified TIN, or such other
          tax-related
                    certifications as a Fund may require, within 30 days of
          opening
                    your new account, each Fund reserves the right to
          involuntarily
                    redeem your account and send the proceeds to your
          address of
                    record.

                         You can avoid the above withholding and/or
          redemption by
                    correctly furnishing your TIN, and making certain
          certifications,
                    in Section 2 of the new account application at the time
          you open
                    your new account, unless the IRS requires that backup
          withholding
                    be applied to your account.

                         Certain payees, such as corporations, generally
          are exempt
                    from backup withholding. Please complete IRS Form W-9
          with the
                    new account application to claim this exemption. If the
                    registration is for an UGMA/UTMA account, please
          provide the
                    social security number of the minor. Non-U.S. investors
          who do












                    not have a TIN must provide, with their new account
          application,
                    a completed IRS Form W-8.

                    CERTIFICATES

                         In order to facilitate transfers, exchanges and
          redemptions,













                    most shareholders elect not to receive certificates.
          Should you
                    wish to have a certificate issued, please contact MIISC
          at 1-800-
                    777-6472 and request that one be sent to you.
          (Retirement plan
                    accounts are not eligible for this service.) Please
          note that if
                    you were to lose your certificate, you would incur an
          expense to
                    replace it.

                         Certificates requested by telephone for shares
          valued up to
                    $50,000 will be issued to the current registration and
          mailed to
                    the address of record.  Should you wish to have your
          certificates
                    mailed to a different address, or registered
          differently from the
                    current registration, you must provide a letter of
          instruction
                    signed by all registered owners with signatures
          guaranteed.  The
                    letter of instruction would be sent to MACKENZIE IVY
          INVESTOR
                    SERVICES CORP., P.O. BOX 3022, BOCA RATON, FL
          33431-0922.

                    EXCHANGE PRIVILEGE

                         Shareholders of a Fund have an exchange privilege
          with other
                    Ivy and Mackenzie Funds. Class A shareholders may
          exchange their
                    outstanding Class A shares for Class A shares of
          another Ivy or
                    Mackenzie Fund on the basis of the relative NAV per
          Class A
                    share, plus an amount equal to the difference between
          the sales
                    charge previously paid on the outstanding Class A
          shares and the
                    sales charge payable at the time of the exchange on the
          new Class
                    A shares.  Incremental sales charges are waived for
          outstanding
                    Class A shares that have been invested for 12 months or
          longer.

                         Class B and Class C shareholders may exchange
          their
                    outstanding Class B (or Class C) shares for Class B (or
          Class C)












                    shares of another Ivy or Mackenzie Fund on the basis of
          the
                    relative NAV per Class B (or Class C) share, without
          the payment
                    of any CDSC that would otherwise be due upon the
          redemption of
                    Class B (or Class C) shares. Class B shareholders who
          exercise
                    the exchange privilege would continue to be subject to
          the
                    original Fund's CDSC schedule (or period) following an
          exchange
                    if such schedule is higher (or longer) than the CDSC
          for the new
                    Class B shares.    

                         Class I shareholders may exchange their
          outstanding Class I
                    shares for Class I shares of another Ivy or Mackenzie
          Fund on the
                    basis of the relative NAV per Class I share, without
          the
                    imposition of any sales charges.

                         Shares resulting from the reinvestment of
          dividends and
                    other distributions will not be charged an initial
          sales charge
                    or a CDSC when exchanged into another Ivy or Mackenzie
          Fund.













                         Exchanges are considered to be taxable events, and
          may
                    result in a capital gain or a capital loss for tax
          purposes.
                    Before executing an exchange, you should obtain and
          read the
                    prospectus and consider the investment objective of the
          fund to
                    be purchased. Shares must be uncertificated in order to
          execute a













                    telephone exchange. Exchanges are available only in
          states where
                    they can be legally made. This privilege is not
          intended to
                    provide shareholders a means by which to speculate on
          short-term
                    movements in the market. Exchanges are accepted only if
          the
                    registrations of the two accounts are identical.
          Amounts to be
                    exchanged must meet minimum investment requirements for
          the Ivy
                    or Mackenzie Fund into which the exchange is made.

                         With respect to shares subject to a CDSC, if less
          than all
                    of an investment is exchanged out of a Fund, the shares
          exchanged
                    will reflect, pro rata, the cost, capital appreciation
          and/or
                    reinvestment of distributions of the original
          investment as well
                    as the original purchase date, for purposes of
          calculating any
                    CDSC for future redemptions of the exchanged shares.

                         An investor who was a shareholder of American
          Investors
                    Income Fund, Inc. or American Investors Growth Fund,
          Inc. prior
                    to October 31, 1988, or a shareholder of the Ivy Funds
          prior to
                    December 31, 1991, who became a shareholder of the Fund
          as a
                    result of a reorganization or merger between the Funds
          may
                    exchange between funds without paying a sales charge.
          An investor
                    who was a shareholder of American Investors Income
          Fund, Inc. or
                    American Investors Growth Fund, Inc. on or after
          October 31,
                    1988, who became a shareholder of the Fund as a result
          of the
                    reorganization between the Funds will receive credit
          toward any
                    applicable sales charge imposed by any Ivy or Mackenzie
          Fund into
                    which an exchange is made.

                         In calculating the sales charge assessed on an
          exchange,
                    shareholders will be allowed to use the Rights of
          Accumulation












                    privilege.

                         EXCHANGES BY TELEPHONE:  When you fill out the
          application
                    for your purchase of Fund shares, if Section 6E of the
          new
                    account application is not completed, telephone
          exchange
                    privileges will be provided automatically. Although
          telephone
                    exchanges may be a convenient feature, you should
          realize that
                    you may be giving up a measure of security that you may
          otherwise
                    have if you terminated the privilege and exchanged your
          shares in
                    writing. If you do not wish to make telephone exchanges
          or let
                    your registered representative or his/her assistant do
          so on your
                    behalf, you must notify MIISC in writing.

                         In order to execute an exchange, please contact
          MIISC at 1-
                    800-777-6472. Have the account number of your current
          fund and
                    the exact name in which it is registered available to
          give to the
                    telephone representative.

                         Each Fund employs reasonable procedures that
          require












                    personal identification prior to acting on exchange
          instructions
                    communicated by telephone to confirm that such
          instructions are
                    genuine. In the absence of such procedures, a Fund may
          be liable
                    for any losses due to unauthorized or fraudulent
          telephone
                    instructions.













                         EXCHANGES IN WRITING:  In a letter, request an
          exchange and
                    provide the following information:

                           The name and class of the fund whose shares you
          currently
                         own.

                           Your account number.

                           The name(s) in which the account is registered.

                           The name of the fund in which you wish your
          exchange to be
                    invested.

                           The number of shares, all shares or the dollar
          amount you
                    wish to exchange.

                         The request must be signed by all registered
          owners.

                         Mail the request and information to:

                                  Mackenzie Ivy Investor Services Corp.
                                              P.O. Box 3022
                                        Boca Raton, FL 33431-0922

                    REINVESTMENT PRIVILEGE

                         Investors who have redeemed Class A shares of a
          Fund have a
                    one-time privilege of reinvesting all or a part of the
          proceeds
                    of the redemption back into Class A shares of that Fund
          at NAV
                    (without a sales charge) within 60 days after the date
          of
                    redemption. IN ORDER TO REINVEST WITHOUT A SALES
          CHARGE,
                    SHAREHOLDERS OR THEIR BROKERS MUST INFORM MIISC THAT
          THEY ARE
                    EXERCISING THE REINVESTMENT PRIVILEGE AT THE TIME OF
                    REINVESTMENT. The tax status of a gain realized on a
          redemption
                    generally will not be affected by the exercise of the
                    reinvestment privilege, but a loss realized on a
          redemption
                    generally may be disallowed by the IRS if the
          reinvestment
                    privilege is exercised within 30 days after the
          redemption. In













                    addition, upon a reinvestment, the shareholder may not
          be
                    permitted to take into account sales charges incurred
          on the
                    original purchase of shares in computing their taxable
          gain or
                    loss.

                    SYSTEMATIC WITHDRAWAL PLAN

                         You may elect the Systematic Withdrawal Plan at
          any time by
                    completing the Account Application, which is attached
          to this
                    Prospectus. You can also obtain this application by
          contacting












                    your registered representative or MIISC at
          1-800-777-6472. To be
                    eligible, you must have at least $5,000 in your
          account. Payments
                    (minimum distribution amount -- $50) from your account
          can be
                    made monthly, quarterly, semi-annually, annually or on
          a selected
                    monthly basis, to yourself or any other designated
          payee. You may
                    elect to have your systematic withdrawal paid directly
          to your
                    bank account via electronic funds transfer ("EFT").
          Share
                    certificates must be unissued (i.e., held by a Fund)
          while the
                    plan is in effect. A Systematic Withdrawal Plan may not
          be
                    established if you are currently participating in the
          Automatic
                    Investment Method. For more information, please contact
          MIISC at
                    1-800-777-6472.

                         If payments you receive through the Systematic
          Withdrawal












                    Plan exceed the dividends and capital appreciation of
          your
                    account, you will be reducing the value of your
          account.
                    Additional investments made by shareholders
          participating in the
                    Systematic Withdrawal Plan must equal at least $1,000
          while the
                    plan is in effect. However, it may not be advantageous
          to
                    purchase additional Class A, Class B or Class C shares
          when you
                    have a Systematic Withdrawal Plan, because you may be
          subject to
                    an initial sales charge on your purchase of Class A
          shares or to
                    a CDSC imposed on your redemptions of Class B or Class
          C shares.
                    In addition, redemptions are taxable events.    

                         Amounts paid to you through the Systematic
          Withdrawal Plan
                    are derived from the redemption of shares in your
          account. Any
                    applicable CDSC will be assessed upon the redemptions.
          A CDSC
                    will not be assessed on withdrawals not exceeding 12%
          annually of
                    the initial account balance when the Systematic
          Withdrawal Plan
                    was started.

                         Should you wish at any time to add a Systematic
          Withdrawal
                    Plan to an existing account or change payee
          instructions, you
                    will need to submit a written request, signed by all
          registered
                    owners, with signatures guaranteed.

                         Retirement accounts are eligible for Systematic
          Withdrawal
                    Plans. Please contact MIISC at 1-800-777-6472 to obtain
          the
                    necessary paperwork to establish a plan.

                         If the U.S. Postal Service cannot deliver your
          checks, or if
                    deposits to a bank account are returned for any reason,
          your
                    redemptions will be discontinued.

                    AUTOMATIC INVESTMENT METHOD













                         You may authorize an investment to be
          automatically drawn
                    each month from your bank for investment in Fund shares
          under the
                    "Automatic Investment Method" and "Fed Wire/EFT"
          sections of the
                    Account Application. There is no charge to you for this
          program.

                         You may terminate or suspend your Automatic
          Investment
                    Method by telephone at any time by contacting MIISC at
          1-800-777-












                    6472.

                         If you have investments being withdrawn from a
          bank account
                    and we are notified that the account has been closed,
          your
                    Automatic Investment Method will be discontinued.

                    CONSOLIDATED ACCOUNT STATEMENTS

                         Shareholders with two or more Ivy or Mackenzie
          fund accounts
                    will receive a single quarterly account statement,
          unless
                    otherwise specified. This feature consolidates the
          activity for
                    each account onto one statement. Requests for quarterly
                    consolidated statements for all other accounts must be
          submitted
                    in writing and must be signed by all registered owners.

                    RETIREMENT PLANS

                         The Ivy and Mackenzie family of funds offer
          several tax-
                    sheltered retirement plans that may fit your needs:

                           IRA (Individual Retirement Account)
                           401(k) Plan












                           Money Purchase Pension Plan
                           Profit Sharing Plan
                           SEP-IRA (Simplified Employee Pension Plan)
                           403(b)(7) Plan

                         Minimum initial and subsequent investments for
          retirement
                    plans are $25.00.

                         Investors Bank & Trust, which serves as custodian
          or trustee
                    under the retirement plan prototypes available from
          each Fund,
                    charges certain nominal fees for annual maintenance. A
          portion of
                    these fees is remitted to MIMI, as compensation for its
          services
                    to the retirement plan accounts maintained with each
          Fund.

                         Distributions from retirement plans are subject to
          certain
                    requirements under the Code, including withholding
          requirements,
                    and various documents (available from MIISC), including
          IRS Form
                    W-4P, and information must be provided before the
          distribution
                    may be made. The Ivy and Mackenzie family of funds and
          MIISC
                    assume no responsibility to determine whether a
          distribution
                    satisfies the conditions of applicable tax laws, and
          will not be
                    responsible for any penalties assessed. For additional
                    information, please contact your broker, tax adviser or
          MIISC.

                         Please call MIISC at 1-800-777-6472 for complete
          information
                    kits describing the plans, their benefits,
          restrictions,
                    provisions and fees.

                    SHAREHOLDER INQUIRIES

                         Inquiries regarding the Funds should be directed
          to MIISC at
                    1-800-777-6472.    























                                                 APPENDIX

                                    SELECTED ECONOMIC AND MARKET DATA
                                        FOR CHINA REGION COUNTRIES


                         The information set forth in this Appendix has
          been
                    extracted from various government and private
          publications.  Ivy
                    China Region Fund and the Trust's Board of Trustees
          make no
                    representation as to the accuracy of such information,
          nor has
                    the Fund or the Trust's Board of Trustees attempted to
          verify it.

                         The China Region, one of the fastest growing areas
          of the
                    world, is diverse, dynamic and evolving.  In terms of
          population,
                    this region is almost ten times the size of the United
          States and
                    is five times the size of Europe.

                         Countries in this region are at various stages of
          economic
                    development.  Hong Kong and Singapore are at a more
          advanced
                    stage of economic growth while countries such as
          Indonesia and
                    China are at the early stages of economic development. 
          GDP per
                    capita data presented below illustrates this point. 
          The
                    following table shows the GDP, population and per
          capita GDP of
                    the China Region countries and, for comparison
          purposes, the
                    United States.

                                                   1994

                                                                           
          Per
                                                     GDP                 
          Capita













                                                    ($US      Population   
          GDP
                                                  Billions)   (Millions)  
          ($US) 
                    Hong Kong . . . . . . . .     ________    __________ 
          ________
                    Korea . . . . . . . . . .     ________    __________ 
          ________
                    Singapore . . . . . . . .     ________    __________ 
          ________
                    Taiwan  . . . . . . . . .     ________    __________ 
          ________
                    Thailand  . . . . . . . .     ________    __________ 
          ________
                    Malaysia  . . . . . . . .     ________    __________ 
          ________
                    Indonesia . . . . . . . .     ________    __________ 
          ________
                    Philippines . . . . . . .     ________    __________ 
          ________
                    China . . . . . . . . . .     ________    __________ 
          ________
                    China Region  . . . . . .     ________    __________ 
          ________
                    USA . . . . . . . . . . .     ________    __________ 
          ________

                    Source:   International Marketing Data and Statistics,
          19th Ed.
                              (Euromonitor 1995).

                         Total GDP for the China Region was about $_____
          billion in
                    1994, approximately one quarter of the GDP of the
          United States. 
                    Year over year growth in GDP for the China Region is
          significant,
                    averaging ______% for the five-year period 1990-1994
          compared
                    with only ______% for the United States for the same
          period.  The
                    following tables show the annual change in real GDP and
                    inflation, as measured by the Consumer Price Indexes
          (CPI), in























                    1990-1994 and the average for the five-year period
          1990-1994.

                                  CHANGE IN REAL GROSS DOMESTIC PRODUCT

                                                                      
          Average
                                   1990  1991    1992   1993    1994  
          1990-94
                    Hong Kong .    2.99%  3.94% 14.31%  14.75%  ____% 
          ______%
                    Korea . . .    6.14%  9.05%  8.38%   4.68%  ____% 
          ______%
                    Singapore .    9.18%  8.37%  6.79%  14.49%  ____% 
          ______%
                    Taiwan  . .    7.60%  5.00%  7.30%  11.70%  ____% 
          ______%
                    Thailand  .   12.24% 10.27%  8.00%   8.50%  ____% 
          ______%
                    Malaysia  .    9.37%  9.95%  8.90%  22.32%  ____% 
          ______%
                    Indonesia .    7.37%  6.99%  6.35%   9.05%  ____% 
          ______%
                    Philippines    6.04%  2.44% -1.02%  16.50%  ____% 
          ______%
                    China . . .    4.34%  5.37%  6.42%  14.85%  ____% 
          ______%
                    United States  2.68%  0.64% -1.34%   5.81%  ____% 
          ______%

                    Sources:  1989-1991 China Region countries, except
          Taiwan:  World
                              Tables 1993, A World Bank Book; 1989-1991
          Taiwan: 
                              Baring Securities, Pacific Rim Stock Market
          Review,
                              July 1993; 1992-1993 China Region countries: 
                              International Marketing Data and Statistics,
          19th Ed.
                              (Euromonitor 1995).

                                     CHANGE IN CONSUMER PRICE INDEXES

                                                                          
          Average
                                      1990   1991    1992   1993    1994  
          1990-94
                    Hong Kong .      9.76% 10.98%   9.40%  8.54%    ____% 
          _____%
                    Korea . . .      8.56%  9.59%   6.30%  4.84%    ____% 
          _____%
                    Singapore .      3.46%  3.44%   2.30%  2.42%    ____% 
          _____%












                    Taiwan  . .      4.10%  3.60%   4.40%   *       ____% 
          _____%
                    Thailand  .      5.94%  5.69%   4.10%  3.31%    ____% 
          _____%
                    Malaysia  .      2.66%  4.34%   4.80%  3.59%    ____% 
          _____%
                    Indonesia .      7.39%  9.31%   7.20%  9.23%    ____% 
          _____%
                    Philippines     14.18% 18.74%   8.90%  7.60%    ____% 
          _____%
                    China . . .      1.35%  2.90%   5.40%  *        ____% 
          _____%
                    United States    5.41%  4.26%   3.00%  3.00%    ____% 
          _____%

                    Sources:  1989-91 China Region countries, except Taiwan
          and 1991-
                              1992 China:  World Tables 1993, A World Bank
          Book;
                              1989-1991 Taiwan:  Baring Securities, Pacific
          Rim Stock
                              Market Review, July 1993; 1991-1992 China: 
          China
                              Statistical Yearbook; 1992 China Region
          countries: 
                              Morgan Stanley Investment Research Japan &
          Asia/Pacific
                              June/July, 1993; 1993 China Region countries,
          except
                              Taiwan and China:  International Marketing
          Data and
                              Statistics, 19th Ed. (Euromonitor 1995).

                    * Not available.  Average reflects data from years
          _________.

                         As the economic in the China Region have
          experienced
                    different levels of growth, so too have their stock
          markets. 
                    Countries in the China Region now account for nearly
          9.4% of
























                    world stock market capitalization.  The following
          tables show the
                    capitalization of the stock markets, and the changes in
          stock
                    prices as measured by the local stock indexes.

                                STOCK MARKET CAPITALIZATION ($US MILLIONS)

                                        1990     1991     1992    1993    
          1994
                    China . . . .         --    2,028  18,255   40,567    
          ________
                    Hong Kong . .     83,397  121,986 172,106  385,247    
          ________
                    Korea . . . .    110,594   96,373 107,448  139,420    
          ________
                    Singapore . .     34,308   47,637  48,818  132,742    
          ________
                    Taiwan  . . .    100,710  124,864 101,124  195,191    
          ________
                    Thailand  . .     23,896   35,815  58,259  130,510    
          ________
                    Malaysia  . .     48,611   58,627  94,004  220,328    
          ________
                    Indonesia . .      8,081    6,823  12,038   32,953    
          ________
                    Philippines .      5,927   10,197  13,794   40,327    
          ________

                    Sources:  Emerging Stock Market Fact Book 1994,
          International
                              Finance Corp.

                                    ANNUAL PERCENTAGE CHANGES IN LOCAL
                                           STOCK MARKET INDEXES

                                        1990     1991     1992    1993    
          1994
                    China . . . .        --    192.80%  166.53%    6.84%  
          ______%
                    Hong Kong . .       6.63%   42.08%   28.27%  115.70%  
          ______%
                    Korea . . . .     -23.48%  -12.24%   11.05%   27.67%  
          ______%
                    Singapore . .     -22.06%   29.12%    2.26%   48.30%  
          ______%
                    Taiwan  . . .     -52.93%    1.56%  -26.60%   79.76%  
          ______%
                    Thailand  . .     -30.29%   16.07%   25.59%   88.36%  
          ______%
                    Malaysia  . .     -10.02%    9.94%   15.77%   98.04%  
          ______%
                    Indonesia . .       4.53%  -40.79%   10.89   114.61%  
          ______%












                    Philippines .     -45.10%   94.77%    5.27%  166.60%  
          ______%

                    Sources:  China Region countries, except Singapore,
          Emerging
                              Stock Market Fact Book 1994, International
          Finance
                              Corp.; Hong Kong and Singapore 1988-1992: 
          Baring
                              Securities, Pacific Rim Stock Market Review,
          July 1993;
                              Hong Kong and Singapore 1993:  Jardine
          Fleming, January
                              1994.

                         Equity valuations in the China Region, as measured
          by
                    price/earnings ratios, also vary from country to
          country
                    according to economic growth forecasts, corporate
          earnings growth
                    forecasts, the outlook for inflation, exchange rates
          and overall
                    investor sentiment.

                                          PRICE/EARNINGS RATIOS

                                      1990   1991    1992   1993     1994
                    Hong Kong . .     10.5    12.9   15.8     *      ______
                    Korea . . . .     16.4    21.3   21.4    25.1    ______
                    Singapore . .     16.3    17.7   16.1     *      ______
                    Taiwan  . . .     25.0    22.3   16.6    34.7    ______












                    Thailand  . .      8.7    12.0   13.9    27.5    ______
                    Malaysia  . .     23.6    21.3   21.8    43.5    ______
                    Indonesia . .     20.3    11.6   12.2    28.9    ______
                    Philippines .     11.3    11.3   14.1    38.8    ______

                    Sources:  1989-1992 Hong Kong and Singapore:  Morgan
          Stanley;
                              1989-1993 all other China Region countries: 
          Emerging













                              Stock Market Fact Book 1994, International
          Finance
                              Corp.

                    * Not available.

                         The following table shows changes in the exchange
          rate of
                    the currency of each China Region country relative to
          the U.S.
                    dollar for the years ended December 31, 1990-1994.

                              CURRENCY MOVEMENTS VERSUS US DOLLAR (%
          CHANGE)

                                                Year Ended December 31,     
              
                                        1990     1991     1992    1993    
          1994
                    Hong Kong . . .     0.10%    0.30%    0.50%    0.20%  
          ______%
                    Korea . . . . .    -5.19%   -5.83%   -3.77%   -2.44%  
          ______%
                    Singapore . . .     9.20%    7.40%   -1.20%    2.30%  
          ______%
                    Taiwan  . . . .    -2.18%    4.43%    1.31%   -4.51%  
          ______%
                    Thailand  . . .     1.20%    1.00%   -1.70%   -0.20%  
          ______%
                    Malaysia  . . .     0.01%   -0.82%    4.03%   -2.90%  
          ______%
                    Indonesia . . .    -4.87%   -4.79%   -3.85%   -1.88%  
          ______%
                    Philippines . .   -19.96%    4.02%    2.15%   -5.19%  
          ______%
                    China (Official)   -9.80%   -3.10%   -7.50%   -0.90%  
          ______%
                    China (SWAP)  .     3.70%   -4.10%  -19.80%  -11.50%  
          ______%

                    Sources:  China Region countries, except Hong Kong,
          Singapore and
                              China:  Emerging Stock Market Fact Book 1994,
                              International Finance Corp.; Hong Kong,
          Singapore and
                              China, 1988-1992:  Baring Securities, Pacific
          Rim Stock
                              Market Review, July 1993; 1993 Hong Kong and
          Singapore: 
                              Jardine Fleming; 1993 China:  Mees Pierson
          Securities,
                              Inc.    







































                    IVY INTERNATIONAL BOND FUND                           
          PROSPECTUS
                    Class A, Class B and Class C Shares

                       April 30, 1996    
                   
          ______________________________________________________________


                    Ivy Fund (the "Trust") is a registered investment
          company
                    currently consisting of thirteen separate portfolios. 
          One
                    portfolio of the Trust, Ivy International Bond Fund
          (the "Fund"),
                    is described in this Prospectus.

                       This Prospectus sets forth concisely the information
          about the
                    Fund that a prospective investor should know before
          investing and
                    should be read carefully and retained for future
          reference. 
                    Additional information about the Fund is contained in
          the
                    Statement of Additional Information ("SAI") for the
          Fund.  The
                    SAI, dated April 30, 1996, has been filed with the
          Securities and












                    Exchange Commission ("SEC") and is available upon
          request and
                    without charge from the Trust at the Distributor's
          address and
                    telephone number provided below.  The SAI is
          incorporated by
                    reference into this Prospectus.    

                    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
          BY THE
                    SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
          SECURITIES
                    COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
          COMMISSION OR ANY
                    STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
          ADEQUACY
                    OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
          IS A
                    CRIMINAL OFFENSE.
                   
          _________________________________________________________________

                       BOARD OF TRUSTEES: John S. Anderegg, Jr.; Paul H.
          Broyhill;
                    Stanley Channick; Frank W. DeFriece, Jr.; Roy J.
          Glauber; Michael
                    G. Landry; Michael R. Peers; Joseph G. Rosenthal;
          Richard N.
                    Silverman; J. Brendan Swan    

                    LEGAL COUNSEL: Dechert Price & Rhoads, Boston, MA

                    OFFICERS: Michael G. Landry, President; Keith J.
          Carlson, Vice
                    President; C. William Ferris, Secretary/Treasurer;
          Michael R.
                    Peers, Chairman

                    CUSTODIAN: Brown Brothers Harriman & Co., Boston, MA

                    TRANSFER AGENT: Mackenzie Ivy Investor Services Corp.,
          P.O. Box
                    3022, Boca Raton, FL 33431-0922 (800) 777-6472

                    AUDITORS: Coopers & Lybrand L.L.P., Ft. Lauderdale, FL

                    INVESTMENT MANAGER: Ivy Management, Inc., Boca Raton,
          FL

                    DISTRIBUTOR: Mackenzie Ivy Funds Distribution, Inc.,
          Via Mizner
                    Financial Plaza; 700 South Federal Highway; Boca Raton,
          FL 33432
                    (800) 456-5111























                                            TABLE OF CONTENTS


                    SCHEDULE OF FEES  . . . . . . . . . . . . . . . . . . .
          . . .    
                    EXPENSE DATA TABLE  . . . . . . . . . . . . . . . . . .
          . . .    
                    INVESTMENT OBJECTIVES AND POLICIES  . . . . . . . . . .
          . . .    
                    INVESTING IN INTERNATIONAL BOND MARKETS . . . . . . . .
          . . .    
                    RISK FACTORS AND INVESTMENT TECHNIQUES  . . . . . . . .
          . . .    
                    ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS .
          . . .    
                    RISKS . . . . . . . . . . . . . . . . . . . . . . . . .
          . . .    
                         BONDS  . . . . . . . . . . . . . . . . . . . . . .
          . . .    
                         NON-DIVERSIFIED INVESTMENT COMPANIES . . . . . . .
          . . .    
                         REPURCHASE AGREEMENTS  . . . . . . . . . . . . . .
          . . .    
                         ZERO COUPON SECURITIES . . . . . . . . . . . . . .
          . . .    
                         OPTIONS, FUTURES CONTRACTS AND FORWARD CONTRACTS .
          . . .    
                         LENDING  . . . . . . . . . . . . . . . . . . . . .
          . . .    
                    ORGANIZATION OF THE FUND  . . . . . . . . . . . . . . .
          . . .    
                         INVESTMENT MANAGER . . . . . . . . . . . . . . . .
          . . .    
                         INVESTMENT MANAGEMENT EXPENSES . . . . . . . . . .
          . . .    
                         ADMINISTRATOR  . . . . . . . . . . . . . . . . . .
          . . .    
                         FUND ACCOUNTING  . . . . . . . . . . . . . . . . .
          . . .    
                         CUSTODIAN  . . . . . . . . . . . . . . . . . . . .
          . . .    
                         TRANSFER AGENT . . . . . . . . . . . . . . . . . .
          . . .    












                    PORTFOLIO TRANSACTIONS  . . . . . . . . . . . . . . . .
          . . .    
                    ALTERNATIVE PURCHASE AGREEMENTS . . . . . . . . . . . .
          . . .    
                         CLASS A SHARES . . . . . . . . . . . . . . . . . .
          . . .    
                         CLASS B SHARES . . . . . . . . . . . . . . . . . .
          . . .    
                         CLASS C SHARES . . . . . . . . . . . . . . . . . .
          . . .    
                    FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE  . . . .
          . . .    
                    DIVIDENDS AND TAXES . . . . . . . . . . . . . . . . . .
          . . .    
                         TAXATION . . . . . . . . . . . . . . . . . . . . .
          . . .    
                    PERFORMANCE DATA  . . . . . . . . . . . . . . . . . . .
          . . .    
                    HOW TO BUY SHARES . . . . . . . . . . . . . . . . . . .
          . . .    
                         OPENING AN ACCOUNT . . . . . . . . . . . . . . . .
          . . .    
                         BUYING ADDITIONAL SHARES . . . . . . . . . . . . .
          . . .    
                    HOW YOUR PURCHASE PRICE IS DETERMINED . . . . . . . . .
          . . .    
                    HOW THE FUND VALUES ITS SHARES  . . . . . . . . . . . .
          . . .    
                    INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES  . . .
          . . .    
                    CONTINGENT DEFERRED SALES CHARGE--CLASS A SHARES  . . .
          . . .    
                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE . . . .
          . . .    
                    QUALIFYING FOR A REDUCED SALES CHARGE . . . . . . . . .
          . . .    
                         RIGHTS OF ACCUMULATION (ROA) . . . . . . . . . . .
          . . .    
                         LETTER OF INTENT (LOI) . . . . . . . . . . . . . .
          . . .    
                         PURCHASES OF CLASS A SHARES AT NET ASSET VALUE . .
          . . .    
                    CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE--CLASS B
          AND
                         CLASS C SHARES . . . . . . . . . . . . . . . . . .
          . . .    
                         CONVERSION OF CLASS B SHARES . . . . . . . . . . .
          . . .    
                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE . . . .
          . . .    
                         ARRANGEMENTS WITH BROKER/DEALERS AND OTHERS  . . .
          . . .    
                    HOW TO REDEEM SHARES  . . . . . . . . . . . . . . . . .
          . . .    












                    MINIMUM ACCOUNT BALANCE REQUIREMENTS  . . . . . . . . .
          . . .    
                    SIGNATURE GUARANTEES  . . . . . . . . . . . . . . . . .
          . . .    

                    CHOOSING A DISTRIBUTION OPTION  . . . . . . . . . . . .
          . . .    












                    TAX IDENTIFICATION NUMBER . . . . . . . . . . . . . . .
          . . .    
                    CERTIFICATES  . . . . . . . . . . . . . . . . . . . . .
          . . .    
                    EXCHANGE PRIVILEGE  . . . . . . . . . . . . . . . . . .
          . . .    
                         EXCHANGES BY TELEPHONE . . . . . . . . . . . . . .
          . . .    
                         EXCHANGES IN WRITING . . . . . . . . . . . . . . .
          . . .    
                    REINVESTMENT PRIVILEGE  . . . . . . . . . . . . . . . .
          . . .    
                    SYSTEMATIC WITHDRAWAL PLAN ("SWP")  . . . . . . . . . .
          . . .    
                    AUTOMATIC INVESTMENT METHOD ("AIM") . . . . . . . . . .
          . . .    
                    CONSOLIDATED ACCOUNT STATEMENTS . . . . . . . . . . . .
          . . .    
                    RETIREMENT PLANS  . . . . . . . . . . . . . . . . . . .
          . . .    
                    SHAREHOLDER INQUIRIES . . . . . . . . . . . . . . . . .
          . . .    


































































                    SCHEDULE OF FEES

                                      SHAREHOLDER TRANSACTION EXPENSES

                                                    CLASS A    CLASS B    
          CLASS C

                     Maximum sales load imposed on
                     purchases(as a percentage of
                     offering price at time of
                     purchase)                      4.75%(1)   None       
          None













                     Maximum contingent deferred
                     sales charge(as a percentage
                     of original purchase price)    None(2)    5.00%(3)   
          1.00%(4)


                    (The Fund has no sales load on reinvested dividends, no
                    redemption fees and no exchange fees.)

                    (1)  Class A shares of the Fund may be purchased under
          a variety
                         of plans that provide for reduced sales charges.

                    (2)  A contingent deferred sales charge may apply to
          the
                         redemption of Class A shares that are purchased
          without an
                         initial sales charge.  See "Purchases of Class A
          Shares at
                         Net Asset Value" and "Contingent Deferred Sales
          Charge--
                         Investments of $500,000 or More in Class A
          Shares."

                    (3)  The maximum contingent deferred sales charge on
          Class B
                         shares applies to redemptions during the first
          year after
                         purchase.  The charge declines to 4% during the
          second year;
                         3% during the third and fourth years; 2% during
          the fifth
                         year; 1% during the sixth year; and 0% in the
          seventh year
                         and thereafter.

                    (4)  The maximum contingent deferred sales charge on
          Class C
                         shares applies to redemptions during the first
          year after
                         purchase.    







































                    EXPENSE DATA TABLE

                                      ANNUAL FUND OPERATING EXPENSES[*]
                         (estimated as a percentage of average daily net
          assets)


                                            CLASS A     CLASS B     CLASS
          C[#]

                     Management Fees(1)  .  0.75%       0.75%       0.75%
                     12b-1
                     Service/Distribution
                     Fees  . . . . . . . .  0.25%       1.00%(4)    1.00%

                     Other Expenses  . . .  0.50%(2)    0.50%(2)    0.50%
                     Total Fund Operating
                     Expenses(1) . . . . .  1.50%       2.25%(3)   
          2.25%(3)


                    [*]  As of April 30, 1996, the date of this Prospectus,
          no shares
                         of the Fund have been issued.  
                    [#]  The inception date for Class C shares is April 30,
          1996.
                    [1]  Ivy Management, Inc. ("IMI"), the Fund's
          investment manager,
                         currently intends to limit the Fund's Total Fund
          Operating
                         Expenses (excluding taxes, 12b-1 fees, brokerage
                         commissions, interest, litigation and
          indemnification
                         expenses and other extraordinary expenses) to an
          annual rate
                         of 1.50% of the Fund's average daily net assets,
          as
                         described in this Prospectus under "Organization
          of the
                         Fund."












                    [2]  The "Other Expenses" of the Fund are based on
          estimated
                         amounts for the current fiscal year.
                    [3]  Total Fund Operating Expenses for Class B and
          Class C shares
                         of the Fund are higher than such expenses for
          other mutual
                         funds with similar investment objectives.
                    [4]  Long-term investors may, as a result of the Fund's
          12b-1
                         Fees, pay more than the economic equivalent of the
          maximum
                         front-end sales charge permitted by the Rules of
          Fair
                         Practice of the National Association of Securities
          Dealers,
                         Inc.    

                                                 EXAMPLE
                                              CLASS A SHARES

                    You would pay the following expenses on a $1,000
          investment in
                    the Fund, assuming (1) 5% annual return and (2)
          redemption at the
                    end of each time period:

                              1 YEAR(1)                3 YEARS

                              $62[*]                   $92[*]

                    [*]  These figures assume that the current expense
          limitation is
                         in place for each of the time periods indicated. 
          IMI, as
                         investment adviser, has reserved the right to
          terminate or












                         revise this expense limitation at any time, which
          may affect
                         the results in years one and three in the
          preceding Example.














                    [1]  Assumes deduction of the maximum 4.75% initial
          sales charge
                         at the time of purchase and no deduction of a
          contingent
                         deferred sales charge at the time of redemption.

                                             EXAMPLE (1 OF 2)
                                              CLASS B SHARES

                         You would pay the following expenses on a $1,000
          investment
                    in the Fund, assuming (1) 5% annual return and (2)
          redemption at
                    the end of each time period:

                                 1 YEAR[1]                 3 YEARS[2]

                                 $73[**]                   $100[**]

                                             EXAMPLE (2 OF 2)
                                              CLASS B SHARES

                    You would pay the following expenses on a $1,000
          investment in
                    the Fund, assuming (1) 5% annual return and (2) no
          redemption:

                                 1 YEAR[1]                 3 YEARS

                                 $23[**]                   $70[**]

                    [**] These figures assume that the current expense
          limitation is
                         in place for each of the time periods indicated. 
          IMI, as
                         investment adviser, has reserved the right to
          terminate or
                         revise this expense limitation at any time, which
          may affect
                         the results in years one and three in the
          preceding
                         Examples.

                    [1]  Assumes deduction of a 5% contingent deferred
          sales charge
                         at the time of redemption.

                    [2]  Assumes deduction of a 3% contingent deferred
          sales charge
                         at the time of redemption.


                                              EXAMPLE (1 OF 2)
                                              CLASS C SHARES












                         You would pay the following expenses on a $1,000
          investment
                    in the Fund, assuming (1) 5% annual return and (2)
          redemption at
                    the end of each time period:

                                 1 YEAR[1]                 3 YEARS

                                 $_____[**]                $_____[**]














                                             EXAMPLE (2 OF 2)
                                              CLASS C SHARES

                    You would pay the following expenses on a $1,000
          investment in
                    the Fund, assuming (1) 5% annual return and (2) no
          redemption:

                                 1 YEAR[1]                 3 YEARS

                                 $_____[**]                $_____[**]

                    [**] These figures assume that the current expense
          limitation is
                         in place for each of the time periods indicated. 
          IMI, as
                         investment adviser, has reserved the right to
          terminate or
                         revise this expense limitation at any time, which
          may affect
                         the results in years one and three in the
          preceding
                         Examples.

                    [1]  Assumes deduction of a 1% contingent deferred
          sales charge
                         at the time of redemption.    


                    The purpose of the foregoing tables is to provide an
          investor












                    with an understanding of the various costs and expenses
          that an
                    investor in the Fund will bear, directly or indirectly. 
          The
                    Examples assume reinvestment of all dividends and
          distributions
                    and that the percentage amounts under "Total Fund
          Operating
                    Expenses After Expense Reimbursement" remain the same
          each year. 
                    As noted above in the Expense Data Table, the
          percentage amounts
                    under "Total Fund Operating Expenses After Expense
          Reimbursement"
                    reflect expense reimbursements.  The assumed annual
          return of 5%
                    is required by applicable law to be applied by all
          investment
                    companies and is used for illustrative purposes only. 
          This
                    assumption is not a projection of future performance. 
          The actual
                    expenses for the Fund may be higher or lower than the
          estimates
                    given.

                       The percentages expressing annual fund operating
          expenses are
                    based on estimated expenses of the Fund during the
          current fiscal
                    year, except as otherwise noted in the Expense Data
          Table.  For a
                    more detailed discussion of the Fund's fees and
          expenses, see the
                    following sections of the Prospectus: "Organization and
                    Management of the Fund," "Initial Sales Charge
          Alternative--Class
                    A Shares," "Contingent Deferred Sales Charge
          Alternative--Class B
                    and Class C Shares," and "How to Buy Shares," and the
          following
                    section of the SAI: "Investment Advisory and Other
          Services."    

                    INVESTMENT OBJECTIVES AND POLICIES

                    The Fund is a non-diversified company which has a
          principal
                    investment objective of current income primarily by
          investing in
                    high-grade non-U.S. dollar-denominated bonds
          (international
                    bonds).  Protection, and possible enhancement, of
          principal value












                    through active management of currency, bond market and
          maturity
                    exposure and through security selection is a secondary
          objective.












                    The Fund's investment objectives are fundamental and
          may not be
                    changed without the approval of a majority of the
          outstanding
                    voting shares of the Fund.  The Trustees may make
          non-material
                    changes in the Fund's objectives without shareholder
          approval. 
                    Except for the Fund's investment objectives and those
          investment
                    restrictions specifically identified as fundamental,
          all
                    investment policies and practices described in this
          Prospectus
                    and in the SAI are non-fundamental and, therefore, may
          be changed
                    by the Trustees without shareholder approval.  There
          can be no
                    assurance that the Fund's objectives will be met.

                    INVESTING IN INTERNATIONAL BOND MARKETS

                    The U.S. dollar-denominated bond market now represents
          less than
                    one half of the world's developed bond markets.  As a
          result,
                    opportunities for investment in international bond
          markets have
                    become more significant.  The liquidity of
          international bond
                    markets has improved as the number of investors
          participating in
                    these markets has increased.  Additionally, many
          international
                    bond markets have become more attractive for foreign
          investors
                    due to the reduction of barriers of entry to foreign
          investors by












                    deregulation and by reduction of withholding taxes.

                    Concurrent with the opening of foreign markets,
          restrictions on
                    international capital flows have been reduced or
          eliminated,
                    thereby enabling investment funds to seek the highest
          expected
                    returns.  As a result, the market conditions of one
          nation
                    influence the market conditions of other countries
          through the
                    flow of international capital.  The Fund is a
          convenient vehicle
                    for investing in international bond markets, some of
          which may,
                    during certain time periods, outperform the U.S.
          dollar-
                    denominated bond markets.

                    History has shown that returns from international bond
          markets
                    often differ from those generated by U.S. bond markets. 
          The
                    variations in returns are, in part, the result of
          fluctuating
                    foreign currency exchange rates and changes in foreign
          interest
                    rates as compared with U.S. interest rates.  Although
          the Fund is
                    non-diversified under the Investment Company Act of
          1940, as
                    amended (the "1940 Act"), investing in the Fund can
          provide an
                    investor's existing portfolio of U.S.
          dollar-denominated bonds
                    (U.S. bonds) with international diversification.

                    At times, higher investment returns may be provided by
                    international bonds than from U.S. bonds.  For example,
                    international bonds may provide higher current income
          and/or
                    greater capital appreciation than U.S. bonds due to
          fluctuation
                    in foreign currencies relative to the U.S. dollar.  Of
          course, at
                    any time, the opposite may also be true.

                    Individual and small institutional investors often find
          it
                    difficult to participate in international bond markets. 
          This is
                    due in part to the lack of current information
          available about












                    foreign entities as well as difficulties in purchasing
          and












                    selling foreign securities, holding foreign securities
          in
                    safekeeping, and converting foreign currencies into
          U.S. dollars. 
                    The Fund is a convenient and relatively low cost way
          for
                    individuals and small institutions to invest in these
          markets. 
                    The Fund can provide its shareholders with potential
          capital
                    appreciation and protection, as well as income, as is
          associated
                    with a professionally managed portfolio of high-grade
                    international bonds.  IMI has significant experience
          investing in
                    international markets as well as in global trading,
          custody and
                    currency transactions.

                    In addition, the Fund offers investors the opportunity
          to enjoy
                    the benefits of all of the Ivy Mackenzie Funds.  IMI,
          together
                    with its affiliate, Mackenzie Investment Management
          Inc.
                    ("MIMI"), manages a diverse family of funds and
          provides a wide
                    range of services to help investors meet their
          investment needs.

                    RISK FACTORS AND INVESTMENT TECHNIQUES

                    The Fund is intended for long-term investors who can
          accept the
                    risks associated with investing in international bonds. 
          Total
                    return from investment in the Fund will consist of
          income after
                    expenses, bond price gains (or losses) in the local
          currency and












                    currency gains or losses.  For federal income tax
          purposes,
                    currency gains and losses generally are regarded as
          ordinary
                    income and loss and, therefore, may increase or reduce
          the amount
                    of the Fund's distributions.  

                    The value of the Fund's portfolio will vary in response
          to a
                    number of economic factors, the most important being
          fluctuations
                    in foreign currency exchange rates, in market interest
          rates and
                    in an issuer's creditworthiness.  Since the Fund's
          investments
                    are denominated primarily in foreign currencies,
          changes in
                    foreign currency values can significantly affect the
          Fund's share
                    price.  Investors should be aware that exchange rate
          movements
                    can be significant and endure for long periods of time. 
          In
                    addition, because the market value of a debt security
          generally
                    varies inversely with changes in prevailing interest
          rates, the
                    longer the maturity of a debt security, the more
          volatile it will
                    be in terms of changes in value.  There also exists the
          risk that
                    the issuer of a debt security may not be able to meet
          its
                    obligation on interest or principal payments at the
          time called
                    for by the security.

                    IMI attempts to control exchange rate and interest rate
          risks
                    through active portfolio management, including such
          techniques as
                    management of currency, bond market and maturity
          exposure and
                    selection of securities based on available yields and
          IMI's
                    foreign interest rate and currency exchange rate
          projections. 
                    Longer maturity bonds tend to fluctuate more in price
          than
                    shorter-term instruments in which the Fund
          invests--providing
                    potential for both gain and loss.













                    Investors should not rely on an investment in the Fund
          for their












                    short-term financial needs or use the Fund as a vehicle
          for
                    playing short-term swings in the international bond and
          foreign
                    exchange markets.  The Fund should not be regarded as a
          total
                    investment program.  Also, investors should be aware
          that
                    investing in international bonds may involve a higher
          degree of
                    risk than investing in U.S. bonds.

                    Investing in foreign securities involves special risks
          and
                    considerations not typically associated with investing
          in U.S.
                    securities.  These include differences in accounting,
          auditing
                    and financial reporting standards, generally higher
          commission
                    rates on foreign portfolio transactions, often less
          publicly
                    available information about issuers, the possibility of
                    expropriation or confiscatory taxation, adverse changes
          in
                    investment or exchange control regulations, political
          instability
                    which could affect U.S. investment in foreign
          countries, and
                    potential restrictions on the flow of international
          capital. 
                    Additionally, dividends or interest payable on foreign
          securities
                    may be subject to foreign taxes withheld prior to
          distribution
                    and other foreign taxes might apply.  Transactions in
          foreign
                    securities may involve greater time from the trade date
          until













                    settlement than is involved for domestic securities
          transactions
                    and may involve the risk of possible losses to the Fund
          due to
                    subsequent declines in the value of the portfolio
          securities. 
                    Foreign securities often trade with less frequency and
          volume
                    than domestic securities and therefore may exhibit
          greater price
                    volatility.  Because foreign securities often are
          purchased with
                    and pay in currencies of foreign countries, the value
          of these
                    assets as measured in U.S. dollars may be affected
          favorably or
                    unfavorably by changes in currency rates and exchange
          control
                    regulations.  The Fund may incur currency exchange
          costs when it
                    changes investments from one country to another. 
          Further, the
                    Fund may encounter difficulties or be unable to pursue
          legal
                    remedies and obtain judgment in foreign courts. 

                    The Fund seeks to achieve its objective by investing
          primarily in
                    a managed portfolio of high grade bonds denominated in
          foreign
                    currencies, including European currencies and the
          European
                    Currency Unit (ECU).  At least 65% of the Fund's total
          assets
                    will normally be invested in bonds denominated in
          foreign
                    currencies.  In selecting bonds for the Fund's
          portfolio, IMI
                    will consider various factors, including yields, credit
          quality
                    and the fundamental outlook for currency and interest
          rate trends
                    in different parts of the world.  IMI may also take
          into account
                    the ability to hedge currency and local bond price
          risk.

                    To be considered a high grade bond in which the Fund
          primarily
                    invests, a bond must be rated at least A or better by
          Standard
                    and Poor's Corporation ("S&P") or by Moody's Investors
          Services,
                    Inc. ("Moody's") or, if the bond is unrated, it must be












                    considered by IMI to be of comparable quality in local
          currency
                    terms.

                    The Fund may invest less than 35% of its net assets in
          debt












                    securities rated Baa or below by Moody's and/or BBB or
          below by
                    S&P or, if unrated, considered by IMI to be of
          comparable
                    quality.  The Fund will not invest in debt securities
          that, at
                    the time of investment, are rated less than C by either
          Moody's
                    or S&P.  

                    The Fund's investments may include: debt securities
          issued or
                    guaranteed by a foreign national government, its
          agencies,
                    instrumentalities or political subdivisions; debt
          securities
                    issued or guaranteed by supranational organizations
          (e.g.,
                    European Investment Bank, Inter-American Development
          Bank or the
                    World Bank); corporate debt securities; bank or bank
          holding
                    company debt securities; and other debt securities,
          including
                    those convertible into common stock.  The Fund may also
          invest in
                    zero coupon securities which do not provide for the
          periodic
                    payment of interest and are sold at significant
          discount from
                    face value.  

                    The Fund may also purchase securities which are not
          publicly
                    offered and may be subject to regulations applicable to
                    restricted securities.












                    The Fund intends to diversify among several countries
          and market
                    sectors, and to have represented, in substantial
          proportions,
                    business activities in not less than three different
          countries
                    other than the United States.  Under normal
          circumstances, the
                    Fund will invest no more than 35% of the value of its
          total
                    assets in U.S. debt securities.  The Fund may engage in
          options,
                    futures, forward foreign currency contact and other
          derivatives
                    transactions, as described below, for hedging purposes
          or to seek
                    to enhance potential gain.  The Fund may invest without
          limit in
                    U.S. debt securities, including short-term money market
                    securities, for temporary defensive or emergency
          purposes.  It is
                    not possible to predict the extent to which the Fund
          might employ
                    such optional strategies. 

                    ADDITIONAL INFORMATION ABOUT POLICIES AND INVESTMENTS

                    The Fund may not make loans except through the lending
          or
                    purchase of portfolio securities or through repurchase
                    agreements, and may not borrow money except as a
          temporary
                    measure for extraordinary or emergency purposes.

                    In addition, as a matter of non-fundamental policy, the
          Fund may
                    not invest more than 10% of its net assets in
          securities which
                    are not readily marketable, repurchase agreements
          maturing in
                    more than seven days, and restricted securities; in no
          event may
                    the Fund invest more than 5% of its assets in
          restricted
                    securities.  These instruments may be difficult to sell
          promptly
                    at an acceptable price, and the sale of certain of
          these
                    instruments may be subject to legal restrictions. 
          Difficulty in
                    selling these instruments may result in a loss or may
          be costly
                    to the Fund.  A description of these and other policies
          and












                    restrictions is contained under "Investment
          Restrictions" in the












                    Fund's SAI.

                    To protect against adverse movements of interest rates
          and for
                    purposes of liquidity, the Fund may also purchase
          short-term
                    obligations denominated in U.S. and foreign currencies
          such as,
                    but not limited to, bank deposits, bankers'
          acceptances,
                    certificates of deposit, commercial paper, short-term
          government,
                    government agency, supranational agency and corporate
                    obligations, and repurchase agreements.

                    The Fund can use various techniques to increase or
          decrease its
                    exposure to changing security prices, interest rates,
          currency
                    exchange rates, commodity prices, or other factors that
          affect
                    security values.  These techniques may involve
          derivative
                    transactions such as buying and selling options and
          futures
                    contracts, entering into currency exchange contracts,
          and
                    purchasing indexed securities.

                    IMI can use these practices to adjust the risk and
          return
                    characteristics of the Fund's portfolio of investments. 
          If IMI
                    judges market conditions incorrectly or employs a
          strategy that
                    does not correlate well with the Fund's investments,
          these
                    techniques could result in a loss, regardless of
          whether the













                    intent was to reduce risk or increase return.  These
          techniques
                    may increase the volatility of the Fund and may involve
          a small
                    investment of cash relative to the magnitude of the
          risk assumed. 
                    In addition, these techniques could result in a loss if
          the
                    counterparty to the transaction does not perform as
          promised.

                    The Fund may enter into repurchase agreements with
          selected banks
                    and broker/dealers.  Under a repurchase agreement, the
          Fund
                    acquires securities, subject to the seller's agreement
          to
                    repurchase at a specified time and price. 

                    The Fund may purchase securities on a when-issued or
          forward
                    delivery basis, for payment and delivery at a later
          date.  The
                    price and yield generally are fixed on the date of
          commitment to
                    purchase.  From the time of purchase until settlement,
          no
                    interest accrues to the Fund.  At the time of
          settlement, the
                    market value of the security may differ from the
          purchase price.

                    The higher yields and high income sought by the Fund
          may be
                    obtainable from high yield, higher risk securities in
          the lower
                    rating categories of the established rating services. 
          These
                    securities are rated Baa or lower by Moody's or BBB or
          lower by
                    S&P.  The Fund may invest in securities rated as low as
          C by
                    Moody's or S&P, which may indicate that the obligations
          are
                    speculative to a high degree and often in default. 
          Securities
                    rated lower than Baa or BBB (and comparable unrated
          securities)
                    are commonly referred to as "high yield" or "junk"
          bonds and are
                    considered to be predominantly speculative with respect
          to the
                    issuer's continuing ability to meet principal and
          interest












                    payments.  Should the rating of a portfolio security be
                    downgraded, IMI will determine whether it is in the
          Fund's best












                    interest to retain or dispose of the security. 
          However, should
                    any individual bond held by the Fund be downgraded
          below a rating
                    of C, IMI currently intends to dispose of such bond
          based on then
                    existing market conditions.  See Appendix A to the SAI
          for a more
                    complete description of the ratings assigned by Moody's
          and S&P
                    and their respective characteristics.

                    RISKS

                    The different types of securities and investment
          techniques used
                    by IMI all have attendant risks of varying degrees. 
          The Fund's
                    investments, and consequently its net asset value, will
          be
                    subject to the market fluctuations and risks inherent
          in all
                    securities.  The following are descriptions of certain
          risks
                    related to the investments and techniques that IMI may
          use from
                    time to time.

                         LOW-RATED DEBT SECURITIES.  The Fund may invest
          less than
                    35% of its net assets in debt securities rated below
          BBB or Baa,
                    but no lower than C, by S&P or Moody's.  Debt
          obligations rated
                    in the lower ratings categories, or which are unrated,
          involve
                    greater volatility of price and risk of loss of
          principal and













                    income than the price and liquidity of higher rated
          securities. 
                    In addition, lower ratings reflect a greater
          possibility of an
                    adverse change in financial condition affecting the
          ability of
                    the issuer to make payments of interest and principal. 
          The
                    market price and liquidity of lower rated fixed income
          securities
                    generally respond to short-term corporate and market
          developments
                    to a greater extent than the price and liquidity of
          higher rated
                    securities, because these developments are perceived to
          have a
                    more direct relationship with the ability of an issuer
          of lower
                    rated securities to meet its ongoing debt obligations. 


                         Reduced volume and liquidity in the high yield,
          high risk
                    bond market or the reduced availability of market
          quotations may
                    make it more difficult to dispose of the bonds and to
          value
                    accurately the Fund's assets.  The reduced availability
          of
                    reliable, objective data may increase the Fund's
          reliance on
                    IMI's judgment in valuing high yield, high risk bonds. 
          In
                    addition, the Fund's investments in high yield, high
          risk
                    securities may be susceptible to adverse publicity and
          investor
                    perceptions, whether or not justified by fundamental
          factors.  

                         NON-DIVERSIFIED INVESTMENT COMPANIES.  As a "non-
                    diversified" investment company, the Fund may invest a
          greater
                    portion of its assets in the securities of fewer
          issuers, thereby
                    exposing the Fund to greater market and credit risk
          than a more
                    broadly diversified investment company.

                         REPURCHASE AGREEMENTS.  If the seller of
          securities under a
                    repurchase agreement becomes insolvent, the Fund's
          right to













                    dispose of the securities may be restricted.  In the
          event of the
                    commencement of bankruptcy or insolvency proceedings of
          the
                    seller before repurchase of the securities under a
          repurchase












                    agreement, the Fund may experience delays in selling
          the
                    securities and might incur losses if the value of the
          securities
                    should decline, as well as costs in disposing of the
          securities.

                         ZERO COUPON SECURITIES.  Zero coupon securities
          are subject
                    to greater market value fluctuations from changing
          interest rates
                    than debt obligations of comparable maturities which
          make current
                    cash interest payments.  If the Fund holds zero coupon
          securities
                    in its portfolio, it generally will recognize income
          currently
                    for federal income tax purposes in the amount of the
          unpaid,
                    accrued interest and generally will be required to
          distribute
                    dividends representing such income to shareholders
          currently,
                    even though funds representing this income will not
          have been
                    received by the Fund.  Cash to pay dividends
          representing unpaid,
                    accrued interest may be obtained from sales proceeds of
          portfolio
                    securities and from loan proceeds.

                         OPTIONS, FUTURES CONTRACTS AND FORWARD CONTRACTS. 
                    Successful use of option contracts, forward foreign
          currency
                    contracts, futures contracts and options on futures
          contracts is












                    subject to special risk considerations.  The risk of
          loss from
                    the use of futures is potentially unlimited.  A liquid
          secondary
                    market for any futures or related options contract may
          not be
                    available when a futures or options position is sought
          to be
                    closed and the Fund would remain obligated to meet
          margin
                    requirements until the position is closed.  In
          addition, there
                    may be an imperfect correlation between price movements
          in the
                    securities or currency on which the futures or options
          contract
                    is based and in the Fund's portfolio securities being
          hedged. 
                    Successful use of futures or related options contracts
          is further
                    dependent on IMI's ability to predict correctly price
          movements
                    in the securities or currency being hedged, and no
          assurance can
                    be given that its judgment will be correct.  Currency
          futures
                    contracts and options thereon may be traded on foreign
          exchanges;
                    such transactions may not be regulated as effectively
          as similar
                    transactions in the United States; may not involve a
          clearing
                    mechanism and related guarantees; and are subject to
          the risk of
                    governmental action affecting trading in, or the prices
          of,
                    foreign securities.  Successful use of options on
          securities or
                    currencies or forward foreign currency contracts is
          subject to
                    similar risk considerations.  For further information
          regarding
                    the Fund's options and futures transactions and their
          risks, see
                    the SAI.

                         LENDING.  Lending securities to broker-dealers is
          a means of
                    earning income.  This practice could result in a loss
          or a delay
                    in recovering, or even a loss of rights in, the Fund's
                    securities.

                    ORGANIZATION OF THE FUND












                       The Fund is a separate, non-diversified portfolio of
          the
                    Trust, an open-end management investment company
          organized as a
                    Massachusetts business trust on December 21, 1983.  The
          business












                    and affairs of the Fund are managed under the direction
          of the
                    Trustees.  Information about the Trustees, as well as
          the Trust's
                    executive officers, may be found in the SAI.  The Trust
          has an
                    unlimited number of authorized shares of beneficial
          interest, and
                    currently has thirteen series of shares.  The Trustees
          of the
                    Trust also have the authority, without shareholder
          approval, to
                    classify and reclassify the shares of the Fund into one
          or more
                    classes.  Pursuant to this authority, the Trustees have
                    authorized the issuance of three classes of shares of
          the Fund,
                    designated as Class A, Class B and Class C.  Shares of
          the Fund
                    entitle their holders to one vote per share (with
          proportionate
                    voting for fractional shares).  The shares of each
          class
                    represent an interest in the same portfolio of
          investments of the
                    Fund.  Each class of shares has a different
          distribution policy
                    and bears different distribution fees.  Shares of each
          class have
                    equal rights as to voting, redemption, dividends and
          liquidation
                    but have exclusive voting rights with respect to their
          Rule 12b-1
                    distribution plans.    














                         INVESTMENT MANAGER. The Trust employs IMI to
          provide
                    business management and investment advisory services;
          MIMI, of
                    which IMI is a wholly owned subsidiary, to provide
          administrative
                    services; and Mackenzie Ivy Funds Distribution, Inc.
          ("MIFDI," or
                    the "Distributor") to distribute the Fund's shares. 
          The Fund is
                    managed by a team, with each team member having
          specific
                    responsibilities.

                         INVESTMENT MANAGEMENT EXPENSES.  For management of
                    investment and business affairs, the Fund pays IMI a
          monthly fee
                    calculated on the basis on the Fund's average daily net
          assets
                    during the preceding month at an annual rate of 0.75%. 
          The fees
                    paid by the Fund are higher than the average fees paid
          by most
                    funds.

                         Under the Fund's management agreement, IMI pays
          all expenses
                    incurred by it in rendering management services to the
          Fund.  The
                    Fund bears its cost of operations.  See the SAI.  If,
          however,
                    the Fund's total expenses in any fiscal year exceed the
                    permissible limit applicable to the Fund in any state
          in which
                    the shares are then qualified for sale, IMI will bear
          the excess
                    expenses.  

                         IMI currently limits the Fund's total operating
          expenses
                    (excluding Rule 12b-1 fees, interest, taxes, brokerage
                    commissions, litigation and indemnification expenses)
          to an
                    annual rate of 1.50% of the Fund's average daily net
          assets.  As
                    long as the Fund's expense limitation continues, it may
          lower the
                    Fund's expenses and increase its yield.  The Fund's
          expense
                    limitation may be terminated or revised at any time, at
          which
                    time the Fund's expenses may increase and its yield may
          be













                    reduced, depending on the total assets of the Fund. 
          Thereafter,
                    IMI will comply with any applicable state regulations
          that may
                    require IMI to make reimbursements to the Fund in the
          event that
                    the Fund's aggregate operating expenses, including
          advisory fees,












                    administrative services fees and transfer agency and
          shareholder
                    services fees, but generally excluding interest, taxes,
          brokerage
                    commissions and extraordinary expenses, are in excess
          of specific
                    applicable limitations.  The strictest rule currently
          applicable
                    to the Fund is 2.5% of the first $30,000,000 of net
          assets, 2.0%
                    of the next $70,000,000 of net assets and 1.5% of the
          remainder.

                         The assets received by each class of the Fund for
          the issue
                    or sale of its shares and all income, earnings,
          profits, losses
                    and proceeds therefrom, subject only to the rights of
          the
                    creditors, are allocated to and constitute the
          underlying assets
                    of each class of the Fund which are segregated and are
          charged
                    with the expenses  with respect to that class of the
          Fund and
                    with a share of the general expenses of the Trust. 
          General
                    expenses of the Trust (such as the costs of maintaining
          the
                    Trust's existence, legal fees, proxy and shareholders'
          meeting
                    costs, etc.) that are not readily identifiable as
          belonging to a













                    particular fund or to a particular class of a fund will
          be
                    allocated among and charged to the assets of each fund
          on a fair
                    and equitable basis, which may be based on the relative
          net
                    assets of each fund or the nature of the services
          performed and
                    relative applicability to each fund.  Expenses that
          relate
                    exclusively to the Fund, such as certain registration
          fees,
                    brokerage commissions and other portfolio expenses,
          will be borne
                    directly by the Fund.

                         ADMINISTRATOR. The Trust has entered into an
          Administrative
                    Services Agreement with MIMI pursuant to which MIMI
          provides
                    various administrative services for the Fund including
                    maintenance of registration or qualification of Fund
          shares under
                    state "Blue Sky" laws, assisting in the preparation of
          Federal,
                    state and local income tax returns and preparing
          financial and
                    other information for prospectuses, statements of
          additional
                    information, and periodic reports to shareholders.  In
          addition,
                    MIMI will assist the Trust's legal counsel with SEC
          registration
                    statements, proxies and other required filings.  Under
          the
                    agreement, the Fund's net assets are subject to a
          monthly fee at
                    the annual rate of 0.10%.

                         FUND ACCOUNTING. The Trust has entered into a Fund
                    Accounting Services Agreement with MIMI pursuant to
          which MIMI
                    provides certain accounting and pricing services for
          the Fund. 
                    For fund accounting services, the Fund pays MIMI
          out-of-pocket
                    expenses as incurred and a monthly fee based upon the
          Fund's net
                    assets at the end of the preceding month at the
          following rates:
                    $1,250 when net assets are $10 million and under;
          $2,500 when net
                    assets are over $10 million to $40 million; $5,000 when
          the net












                    assets are over $40 million to $75 million; and $6,500
          when net
                    assets are over $75 million.

                         TRANSFER AGENT.  Mackenzie Ivy Investor Services
          Corp.
                    ("MIISC"), a wholly owned subsidiary of MIMI, is the
          transfer
                    agent and dividend paying agent for the Fund and
          provides certain
                    shareholder and shareholder-related services as
          required by the












                    Fund.  Certain broker-dealers that maintain shareholder
          accounts
                    with the Fund through an omnibus account provide
          transfer agent
                    and other shareholder-related services that would
          otherwise be
                    provided by MIISC if the individual accounts that
          comprise the
                    omnibus account were opened by their beneficial owners
          directly. 
                    As compensation for these services, MIISC pays the
          broker-dealer
                    a similar open account fee for each account within the
          omnibus
                    account or a fixed rate (e.g., .10%) based on the
          average daily
                    net asset value of the omnibus account (or a
          combination
                    thereof).

                    PORTFOLIO TRANSACTIONS

                    Subject to the overall supervision of the Trust's
          President and
                    the Board of Trustees, IMI places all orders for the
          purchase and
                    sale of portfolio securities for the Fund.  All
          portfolio
                    transactions are executed at the best price and
          execution












                    obtainable.  Purchases and sales of debt securities are
          usually
                    principal transactions and, therefore, brokerage
          commissions are
                    generally not required to be paid by the Fund for such
          purchases
                    and sales, although the price paid usually includes
          undisclosed
                    compensation to the dealer.  The prices paid to
          underwriters of
                    newly-issued securities usually include a concession
          paid by the
                    issuer to the underwriter, and purchases of
          after-market
                    securities from dealers normally reflect the spread
          between the
                    bid and asked prices.  Subject to the requirement of
          best price
                    and execution, IMI may select broker-dealers that
          provide it with
                    research services and may consider the sales of shares
          of the
                    Fund as a factor in the selection of broker-dealers. 
          During the
                    Fund's current fiscal year, the portfolio turnover rate
          is
                    estimated not to exceed 75%.

                    ALTERNATIVE PURCHASE ARRANGEMENTS

                       You can purchase shares of the Fund at a price equal
          to their
                    net asset value per share, plus a sales charge.  At
          your
                    election, this charge may be imposed either at the time
          of the
                    purchase (see "Initial Sales Charge Alternative -Class
          A shares")
                    or on a contingent deferred basis (see "Contingent
          Deferred Sales
                    Charge - Class B and Class C Shares").  If you do not
          specify on
                    your account application which class of shares you are
                    purchasing, it will be assumed that you are investing
          in Class A
                    shares.  The Fund reserves the right to reject for any
          reason any
                    purchase order of exchange (see "Exchange Privilege"
          below).    

                         CLASS A SHARES.  If you elect to purchase Class A
          shares,
                    you will incur an initial sales charge unless the
          amount you












                    purchase is $500,000 or more.  If you purchase $500,000
          or more
                    of Class A shares, you will not be subject to an
          initial sales
                    charge, but you will incur a contingent deferred sales
          charge
                    ("CDSC") if you redeem your shares within 24 months of
          purchase. 
                    See "Contingent Deferred Sales Charge - Class A
          Shares."  Class A
                    shares are subject to ongoing service fees at an annual
          rate of
                    up to 0.25% of the Fund's average daily net assets
          attributable












                    to the Class A shares.  Certain purchases of Class A
          shares
                    qualify for reduced initial sales charges.  See "Share
          Price -
                    Qualifying for a Reduced Sales Charge."

                            CLASS B AND CLASS C SHARES.  Class B and Class
          C shares
                    are not subject to an initial sales charge, but are
          subject to a
                    CDSC if redeemed within six years of purchase, in the
          case of
                    Class B shares, or within one year of purchase, in the
          case of
                    Class C shares. Both classes of shares are subject to
          ongoing
                    service and distribution fees at a combined annual rate
          of up to
                    1.00% of a Fund's average daily net assets attributable
          to its
                    Class B or Class C shares. The ongoing distribution fee
          will
                    cause these shares to have a higher expense ratio than
          that of
                    Class A shares. Also, to the extent that a Fund pays
          any
                    dividends, these higher expenses will result in lower
          dividends












                    than those paid on Class A shares.    

                    FACTORS TO CONSIDER IN CHOOSING AN ALTERNATIVE

                       The alternative purchase arrangement allows you to
          choose the
                    most beneficial way to buy shares given the amount of
          your
                    purchase, the length of time you expect to hold your
          shares and
                    other circumstances.  You should consider whether,
          during the
                    anticipated life of your Fund investment, the
          accumulated fees on
                    Class B and Class C shares would be less than the
          initial sales
                    charge and accumulated fees on Class A shares purchased
          at the
                    same time, and to what extent this differential would
          be offset
                    by the Class A shares' lower expenses.  To help you
          make this
                    determination, the table under the caption "Expense
          Information"
                    on the inside cover page of this Prospectus gives
          examples of the
                    charges applicable to each class of shares.  Class A
          shares will
                    normally be more beneficial if you qualify for a
          reduced sales
                    charge.  See "Share Price -- Qualifying for a Reduced
          Sales
                    Charge."    

                       Class A shares are subject to lower distribution and
          service
                    fees, and accordingly, pay correspondingly higher
          dividends per
                    share, to the extent that any dividends are paid. 
          However,
                    because initial sales charges are deducted at the time
          of
                    purchase, you would not have all of your funds invested
          initially
                    and, therefore, would own fewer shares.  If you do not
          qualify
                    for reduced initial sales charges and expect to
          maintain your
                    investment for an extended period of time, you might
          consider
                    purchasing Class A shares because the accumulated
          distribution
                    and service changes on Class B and Class C shares may
          exceed the












                    initial sales charge and accumulated distribution and
          service
                    charges on Class A shares during the life of your
          investment.    

                       Alternatively, you might determine that it would be
          more
                    advantageous to purchase Class B or Class C shares in
          order to
                    have all of your funds invested initially, although
          remaining
                    subject to a CDSC and a higher distribution fee over a
          period of
                    eight years.    













                       In the case of Class A shares, the distribution
          expenses that
                    MIFDI incurs in connection with the sale of the shares
          will be
                    paid from the proceeds of the initial sales charge and
          the
                    ongoing distribution and service fees.  In the case of
          Class B
                    and Class C shares, the expenses will be paid from the
          proceeds
                    of ongoing distribution and service fees, as well as
          the CDSC
                    incurred upon redemption within six years of purchase. 
          The
                    purpose and function of the Class B and Class C shares'
          CDSC and
                    ongoing distribution fees are the same as those of the
          Class A
                    shares' initial sales charge and ongoing distribution
          and service
                    fees.  MIFDI is the principal underwriter of the Fund's
          shares. 
                    Sales personnel distributing the Fund's shares may
          receive
                    different compensation for selling each class of
          shares.    













                    DIVIDENDS AND TAXES

                       Dividends and capital gain distributions received
          from the
                    Fund are reinvested in additional shares of your class
          unless you
                    elect the option to receive them in cash.  If you elect
          the cash
                    option and the U.S. Postal Service cannot deliver your
          checks,
                    your election will be converted to the reinvestment
          option. 
                    Because of the higher expenses associated with Class B
          and Class
                    C shares, any dividend on these shares will be lower
          than on the
                    Class A shares.  See "Share Price."    

                       In order to provide steady cash flow to the Fund's
                    shareholders, the Board of Trustees intends normally to
          make
                    monthly distributions from the Fund's net investment
          income to
                    the Fund's Class A, Class B and Class C shares based on
          their
                    relative net asset value.  The Fund intends to make a
          final
                    distribution for each fiscal year of any undistributed
          net
                    investment income and net realized short-term capital
          gains, as
                    well as undistributed net long-term capital gains,
          realized
                    during the year.  An additional distribution may be
          made of net
                    investment income, net realized short-term capital
          gains and net
                    realized long-term capital gains to comply with the
          calendar year
                    distribution requirement under the excise tax
          provisions of
                    Section 4982 of the Internal Revenue Code of 1986, as
          amended
                    (the "Code").    

                    If, for any year, the total distributions from the Fund
          exceed
                    net investment income and net realized capital gains
          for the
                    Fund, the excess, distributed from the assets of the
          Fund, will
                    generally be treated as a return of capital.  The
          amount treated













                    as a return of capital will reduce a shareholder's
          adjusted basis
                    in his or her shares (thereby increasing his or her
          potential
                    gain or reducing his or her potential loss on the sale
          of his or
                    her shares) and, to the extent that the amount exceeds
          this
                    basis, will be treated as a taxable gain.  However, if
          the Fund
                    has current or accumulated earnings and profits, so as
          to
                    characterize all or a portion of such excess as a
          dividend for
                    federal income tax purposes, the distributions, to that
          extent,
                    would normally be taxable as ordinary income (or, if a
          capital
                    gain dividend, as long-term capital gain).












                    If the Fund distributes amounts in excess of its net
          investment
                    income and net realized capital gains, such
          distributions will
                    decrease the Fund's total assets and, therefore, have
          the likely
                    effect of increasing the Fund's expense ratio.  In
          addition, in
                    order to make such distributions, the Fund may have to
          sell a
                    portion of its investment portfolio at a time when
          independent
                    investment judgment might not dictate such action. 
          Such sales
                    could also adversely affect the Fund's status as a
          regulated
                    investment company.  See "Taxation" in the SAI.

                         TAXATION.  The following discussion is intended
          for general
                    information only.  An investor should consult with his
          or her own













                    tax adviser as to the tax consequences of an investment
          in the
                    Fund, including the status of distributions from the
          Fund under
                    applicable state or local law.

                    The Fund intends to qualify annually and elect to be
          treated as a
                    regulated investment company under the Code.  To
          qualify, the
                    Fund must meet certain income, distribution and
          diversification
                    requirements.  In any year in which the Fund qualifies
          as a
                    regulated investment company and timely distributes all
          of its
                    taxable income, the Fund generally will not pay any
          U.S. federal
                    income or excise tax.

                    Dividends paid out of the Fund's investment company
          taxable
                    income (including dividends, interest and net
          short-term capital
                    gains) will be taxable to a shareholder as ordinary
          income. 
                    Because no portion of the Fund's income is expected to
          consist of
                    dividends paid by U.S. corporations, no portion of the
          dividends
                    paid by the Fund is expected to be eligible for the
          corporate
                    dividends-received deduction.  Distributions of net
          capital gains
                    (the excess of net long-term capital gains over net
          short-term
                    capital losses), if any, designated as capital gain
          dividends are
                    taxable as long-term capital gains, regardless of how
          long the
                    shareholder has held the Fund's shares.  Dividends are
          taxable to
                    shareholders in the same manner whether received in
          cash or
                    reinvested in additional Fund shares.

                    A distribution will be treated as paid on December 31
          of the
                    current calendar year if it is declared by the Fund in
          October,
                    November or December with a record date in such a month
          and paid
                    by the Fund during January of the following calendar
          year.  Such












                    distributions will be taxable to shareholders in the
          calendar
                    year in which the distributions are declared, rather
          than the
                    calendar year in which the distributions are received.

                    Each year the Fund will notify shareholders of the tax
          status of
                    dividends and distributions.

                    Investments in securities that are issued at a discount
          will
                    result in income to the Fund each year equal to a
          portion of the
                    excess of the face value of the securities over their
          issue
                    price, even though the Fund receives no cash interest
          payments
                    from the securities.












                    Income and gains received by the Fund from sources
          within foreign
                    countries may be subject to foreign withholding and
          other taxes. 
                    Unless the Fund is eligible to and elects to "pass
          through" to
                    its shareholders the amount of foreign income and
          similar taxes
                    paid by the Fund, these taxes will reduce the Fund's
          investment
                    company taxable income, and distributions of investment
          company
                    taxable income received from the Fund will be treated
          as U.S.
                    source income.

                    Any gain or loss realized by a shareholder upon the
          sale or other
                    disposition of shares of the Fund, or upon receipt of a
                    distribution in complete liquidation of the Fund,
          generally will
                    be a capital gain or loss which will be long-term or
          short-term,












                    generally depending upon the shareholder's holding
          period for the
                    shares.

                    The Fund may be required to withhold U.S. federal
          income tax at
                    the rate of 31% of all taxable distributions payable to
                    shareholders who fail to provide the Fund with their
          correct
                    taxpayer identification number or to make required
                    certifications, or who have been notified by the IRS
          that they
                    are subject to backup withholding.  Backup withholding
          is not an
                    additional tax.  Any amounts withheld may be credited
          against the
                    shareholder's U.S. federal income tax liability.

                    Further information relating to tax consequences is
          contained in
                    the SAI.

                    Fund distributions also may be subject to state, local
          and
                    foreign taxes.  Distributions of the Fund that are
          derived from
                    interest on obligations of the U.S. Government and
          certain of its
                    agencies and instrumentalities may be exempt from state
          and local
                    taxes in certain states.  Shareholders should consult
          their own
                    tax advisers regarding the particular tax consequences
          of an
                    investment in the Fund.

                    PERFORMANCE DATA

                    Performance information for the classes of shares of
          the Fund may
                    be compared, in reports and promotional literature, to:
          (i) other
                    groups of mutual funds tracked by Lipper Analytical
          Services (a
                    widely used independent research firm that ranks mutual
          funds by
                    overall performance, investment objectives and assets),
          or
                    tracked by other services, companies, publications or
          persons who
                    rank mutual funds on overall performance or other
          criteria; (ii)
                    the Consumer Price Index (measure for inflation) to
          assess the












                    real rate of return from an investment in the Fund; and
          (iii)
                    unmanaged indices so that investors may compare the
          Fund's
                    results with those of a group of securities widely
          regarded by
                    investors as representative of the securities markets
          in general. 
                    Unmanaged indices may assume the reinvestment of
          dividends, but
                    generally do not reflect deductions for administrative
          and
                    management costs and expenses.  Performance rankings
          are based on
                    historical information and are not intended to indicate
          future












                    performance.

                       In addition, advertisements, sales literature and
                    communications to shareholders may contain various
          measures of
                    the Fund's performance including current yield, various
                    expressions of total return and current distribution
          rate.  Such
                    materials may occasionally cite statistics to reflect
          the Fund's
                    volatility or risk.  Performance information is
          computed
                    separately for the Fund's Class A, Class B and Class C
          Shares in
                    accordance with the formulas described below.  Because
          Class B
                    and Class C shares bear the expense of the deferred
          sales charge
                    alternative, it is expected that the level of
          performance of the
                    Fund's Class B and Class C shares will be lower than
          that of the
                    Fund's Class A shares.    

                    Average annual total return figures as prescribed by
          the SEC












                    represent the average annual percentage change in value
          of $1000
                    invested at the maximum public offering price (offering
          price
                    includes applicable sales charge) for one-, five- and
          ten-year
                    periods, or any portion thereof, to the extent
          applicable,
                    through the end of the most recent calendar quarter,
          assuming
                    reinvestment of all distributions.  The Fund may also
          furnish
                    total return quotations for other periods, or based on
                    investments at various sales charge levels or at net
          asset value. 
                    For such purposes total return equals the total of all
          income and
                    capital gains paid to shareholders, assuming
          reinvestment of all
                    distributions, plus (or minus) the change in the value
          of the
                    original investment expressed as a percentage of the
          purchase
                    price.

                    Current yield reflects the income per share earned by
          the Fund's
                    portfolio investments; it is calculated by dividing the
          Fund's
                    net investment income per share during a recent 30-day
          period by
                    the maximum public offering price on the last day of
          that period
                    and then annualizing the result.

                    Yield, which is calculated according to a formula
          prescribed by
                    the SEC (see the SAI), is not indicative of the
          dividends or
                    distributions that were or will be paid to the Fund's
                    shareholders.  Dividends or distributions paid to
          shareholders
                    are reflected in the current distribution rate, which
          may be
                    quoted to shareholders.  The current distribution rate
          is
                    computed by dividing the total amount of dividends per
          share paid
                    by a Fund during the 12 months by a current maximum
          offering
                    price (offering price includes sales charge).  Under
          certain
                    circumstances, such as when there has been a change in
          the amount












                    of dividend payout, or a fundamental change in
          investment
                    policies, it might be appropriate to annualize the
          dividends paid
                    during the period when such policies would be in
          effect, rather
                    than using the dividends during the past 12 months. 
          The
                    distribution rate will differ from the current yield
          computation
                    because it may include distributions to shareholders
          from sources
                    other than dividends and interest, short term capital
          gain and
                    net equalization credits and will be calculated over a
          different












                    period of time. 

                    Performance figures are based upon past performance and
          will
                    reflect all recurring charges against Fund income.  In
          the case
                    of Class A shares, performance figures may assume the
          payment of
                    the maximum sales charge on the purchase of shares. 
          Such charges
                    would reduce a performance figure.  In the case of
          Class B and
                    Class shares, performance figures may assume the
          deduction of any
                    applicable CDSC imposed on redemption of shares held
          for the
                    period.  The investment results of the Fund, like all
          others,
                    will fluctuate over time; thus, performance figures
          should not be
                    considered to represent what an investment may earn in
          the future
                    or what the Fund's yield, distribution rate or total
          return may
                    be in any future period. 













                    HOW TO BUY SHARES

                       The minimum initial investment is $1000.  All
          purchases must
                    be made in U.S. dollars.  Complete the Account
          Application
                    attached to this Prospectus.  Indicate whether you are
          purchasing
                    Class A, Class B or Class C shares.  If you do not
          specify which
                    class of shares you are purchasing, MIISC will assume
          you are
                    investing in Class A shares.    

                         OPENING AN ACCOUNT

                    BY CHECK

                    1.   Make your check payable to "Ivy International Bond
          Fund."

                    2.   Deliver the completed application and check to
          your
                         registered representative or Selling Broker, or
          mail it
                         directly to MIISC.

                    3.   Our address is:

                         Mackenzie Ivy Investor Services Corp.
                         PO Box 3022
                         Boca Raton, FL  33431-0922

                    4.   Our courier address is:

                         Mackenzie Ivy Investor Services Corp.
                         PO Box 3022
                         Boca Raton, FL 33431-0922

                    BY WIRE

                    1.   Deliver a completed fund application to your
          registered
                         representative or selling broker, or mail it
          directly to
                         MIISC.  Before wiring any funds, please contact
          MIISC at 1-
                         800-777-6472 to verify your account number.

                    2.   Instruct your bank to wire funds to:























                         Barnett Bank of Palm Beach County
                         ABA # 067008582
                         For deposit to The Ivy Mackenzie Funds
                         a/c #1455031505
                         Name of your account
                         Your Ivy or Mackenzie account number
                         The Ivy or Mackenzie Fund you are buying

                         Your bank may charge a fee for wiring funds.


                    THROUGH YOUR SECURITIES DEALER

                    You may also place an order to purchase shares through
          your
                    Registered Securities Dealer.

                         BUYING ADDITIONAL SHARES

                    BY CHECK

                    1.   Complete the investment stub attached to your
          statement or
                         include a note with your investment listing the
          name of the
                         Fund, the class of shares to purchase, your
          account number
                         and the name(s) in which the account is
          registered.

                    2.   Make your check payable to the Ivy or Mackenzie
          Fund to
                         which the investment will be made.

                    3.   Mail the account information and check to:

                         Mackenzie Ivy Investor Services Corp.
                         PO Box 3022
                         Boca Raton, FL  33432

                         Our courier address is:

                         Mackenzie Ivy Investor Services Corp.
                         700 South Federal Highway, Suite 300
                         Boca Raton, FL  33432














                         or deliver it to your registered representative or
          selling
                         broker.

                    BY WIRE

                    Instruct your bank to wire funds to:

                         Barnett Bank of Palm Beach County
                         ABA # 067008582
                         For deposit to
                         The Ivy Mackenzie Funds
                         a/c # 1455031505
                         Name of your account
                         Your Ivy or Mackenzie account number












                         The Ivy or Mackenzie Fund you are buying

                         Your bank may charge a fee for wiring funds.

                    THROUGH A REGISTERED SECURITIES DEALER

                    You may also place an order to purchase shares 
                    through your Registered Securities Dealer.


                    BY AUTOMATIC INVESTMENT ("AIM")

                    1.   Complete the "Automatic Investment Method" and
          "Wire/EFT
                         Information" sections on the Account Application
          designating
                         a bank account from which funds may be drawn. 
          Please note
                         that in order to invest using this method, your
          bank must be
                         a member of the Automated Clearing House system
          (ACH). 
                         Please remember to attach a voided check to your
          account
                         application.














                    2.   At pre-specified intervals, your bank account will
          be
                         debited and the proceeds will be credited to your
          Ivy or
                         Mackenzie Fund account.

                    HOW YOUR PURCHASE PRICE IS DETERMINED

                       Your purchase price for Class A shares of the Fund
          is the net
                    asset value per share plus a sales charge, which may be
          reduced
                    or eliminated in certain circumstances.  The purchase
          price per
                    share is known as the public offering price.  Your
          purchase price
                    for Class B and Class C shares of the Fund is the net
          asset value
                    per share.    

                    Your purchase of shares will be made at the price next
          determined
                    after the purchase order is received.  The price is
          effective for
                    orders received by MIISC or by your registered
          securities dealer
                    prior to the time of the determination of the net asset
          value. 
                    Any orders received after the time of the determination
          of the
                    net asset value will be entered at the next calculated
          price.

                    Orders placed with a securities dealer prior to the
          time of
                    determination of the net asset value and transmitted
          through the
                    facilities of the National Securities Clearing
          Corporation by
                    7:00 PM EST on the same day are confirmed at that day's
          price. 
                    Any loss resulting from the dealer's failure to submit
          an order
                    by the deadline will be borne by that dealer.   

                    You will receive an account statement of your account
          after any
                    purchase, exchange or full liquidations.  Statements
          related to
                    reinvestment of dividends, capital gains, systematic
          investment
                    plans ("SIP" - See the SAI for further explanation)
          and/or
                    systematic withdrawal plans will be sent quarterly.

























                    HOW THE FUND VALUES ITS SHARES

                    The net asset value ("NAV") per share is the value of
          one share. 
                    The NAV per share is determined in the following
          manner: the
                    total of all liabilities, including accrued expenses
          and taxes
                    and any necessary reserves,  is deducted from the
          aggregate gross
                    value of all assets, and the difference is divided by
          the number
                    of shares outstanding at the time, adjusted to the
          nearest cent. 
                    The NAV per share is determined once every business day
          (each day
                    the New York Stock Exchange is open).  Trading of
          foreign
                    securities may not occur on every business day, and may
          occur on
                    days when the New York Stock Exchange is closed.

                       The Fund offers three classes of shares in this
          Prospectus: 
                    Class A shares, which are subject to an initial sales
          charge; and
                    Class B and Class C shares, which are subject to a
          CDSC.  If you
                    do not specify a particular class of shares, it will be
          assumed
                    that you are purchasing Class A shares and an initial
          sales
                    charge will be assessed.    

                    INITIAL SALES CHARGE ALTERNATIVE--CLASS A SHARES  

                    Shares are purchased at a public offering price equal
          to their
                    NAV per share plus a sales charge, as set forth below. 























































                                TABLE OF SALES CHARGES FOR CLASS A SHARES

                                                       SALES CHARGE
                                                       AS A PERCENTAGE
                                                       OF PUBLIC
                    AMOUNT INVESTED                    OFFERING PRICE

                    Less than $100,000                      4.75%
                    $100,000 but less than $250,000         3.75
                    $250,000 but less than $500,000         2.50%
                    $500,000 and over*                      0.00%














                                                       SALES CHARGE     
                                                       AS A PERCENTAGE
                                                       OF NET
                    AMOUNT INVESTED                    AMOUNT INVESTED

                    Less than $100,000                      4.99%
                    $100,000 but less than $250,000         3.90%
                    $250,000 but less than $500,000         2.56%
                    $500,000 and over*                      0.00%


                                                       PORTION OF
                                                       PUBLIC OFFERING
                                                       PRICE RETAINED
                    AMOUNT INVESTED                    BY DEALER

                    Less than $100,000                      4.00%
                    $100,000 but less than $250,000         3.00%
                    $250,000 but less than $500,000         2.00%
                    $500,000 and over*                      0.00%

                    [*]  A CDSC may apply to the redemption of Class A
          shares that
                         are purchased.  See "Contingent Deferred Sales
          Charge--Class
                         A Shares."

                    Sales charges ARE NOT APPLIED to any dividends which
          are
                    reinvested in additional shares of the Fund.

                    MIFDI may, at the time of any purchase of Class A Fund
          shares,
                    pay out of MIFDI's own resources commissions to dealers
          which
                    provided distribution assistance in connection with the
          purchase. 
                    For purchases over $500,000, the commission would be
          computed at
                    1.00% of the first $3,000,000 invested, 0.50% of the
          next
                    $2,000,000 invested, and 0.25% of the amount invested
          in excess
                    of $5,000,000.  Dealers who receive 90% or more of the
          sales
                    charge may be deemed to be underwriters as that term is
          defined
                    in the Securities Act of 1933.

                    An investor may be charged a transaction fee for Class
          A shares
                    purchased or redeemed at net asset value through a
          broker or























                    agent other than MIFDI.

                       MIFDI compensates participating brokers who sell
          Class A
                    shares through the initial sales charge. MIFDI retains
          that
                    portion of the initial sales charge that is not
          reallowed to the
                    dealers, which it may use to distribute the Fund's
          Class A
                    shares. Pursuant to separate distribution plans for the
          Fund's
                    Class A, Class B and Class C shares, MIFDI bears
          various
                    promotional and sales related expenses, including the
          cost of
                    printing and mailing prospectuses to persons other than
                    shareholders. Pursuant to the Fund's distribution plans
                    applicable to its Class A, Class B and Class C shares,
          MIFDI
                    currently pays a continuing service fee to qualified
          dealers at
                    an annual rate of 0.25% of qualified investments.    

                    MIFDI may from time to time pay a bonus or other
          incentive to
                    dealers (other than MIFDI) which employ a registered
                    representative who sells a minimum dollar amount of the
          shares of
                    the Fund and/or other funds distributed by MIFDI during
          a
                    specified period of time.  This bonus or other
          incentive may take
                    the form of payment for travel expenses, including
          lodging,
                    incurred in connection with trips taken by qualifying
          registered
                    representatives and members of their families to places
          within or
                    without the United States or other bonuses such as gift
                    certificates or the cash equivalent of such bonus or
          incentive.

                    CONTINGENT DEFERRED SALES CHARGE--CLASS A SHARES  












                    Purchases of $500,000 or more of Class A shares will be
          made at
                    net asset value with no initial sales charge, but if
          the shares
                    are redeemed within 24 months after the end of the
          calendar month
                    in which the purchase was made (the CDSC period), a
          CDSC of 1.00%
                    will be imposed.  

                    Purchases made under the NAV Transfers Program in Class
          A shares
                    of the Fund are subject to a CDSC of 0.40% for certain
                    redemptions within one year after the date of purchase.

                    The charge will be assessed on an amount equal to the
          lesser of
                    the current market value or the original purchase cost
          of the
                    Class A shares redeemed.  Accordingly, no CDSC will be
          imposed on
                    increases in account value above the initial purchase
          price,
                    including any dividends which have been reinvested in
          additional
                    Class A shares.

                    In determining whether a CDSC applies to a redemption,
          the
                    calculation will be determined in a manner that results
          in the
                    lowest possible rate being charged.  Therefore, it will
          be
                    assumed that the redemption is first made from any
          shares in your
                    account not subject to the CDSC.  The CDSC is waived in
          certain
                    circumstances.  See the discussion below under the
          caption
                    "Waiver of Contingent Deferred Sales Charges."

                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE.  The
          CDSC is























                    waived for (i) redemptions in connection with
          distributions not
                    exceeding 12% annually of the initial account balance
          (i.e., the
                    value of the shareholder's Class A Fund account at the
          time of
                    the initial distribution) (a) following retirement
          under a tax
                    qualified retirement plan or (b) in the case of an
          individual
                    retirement account ("IRA"), a custodial account
          pursuant to
                    section 403(b)(7) of the Code, or a Keogh Plan; (ii)
          redemption
                    resulting from tax-free return of an excess
          contribution to an
                    IRA; or (iii) any partial or complete redemption
          following the
                    death or disability (as defined in Section 72(m)(7) of
          the Code)
                    of a shareholder from an account in which the deceased
          or
                    disabled is named, provided that the redemption is
          requested
                    within one year of death or disability.  The
          distributor may
                    require documentation prior to waiver of the CDSC.

                    Class A shareholders may exchange their Class A shares
          subject to
                    a CDSC ("outstanding Class A shares") for Class A
          shares of
                    another Ivy or Mackenzie Fund ("new Class A shares") on
          the basis
                    of the relative net asset value per Class A share,
          without the
                    payment of any CDSC that would be due upon the
          redemption of the
                    outstanding Class A shares.  The original CDSC rate
          that would
                    have been charged if the outstanding Class A shares
          were redeemed
                    will carry over to the new Class shares received in the
          exchange,
                    and will be charged accordingly at the time of
          redemption.   

                    QUALIFYING FOR A REDUCED SALES CHARGE

                         RIGHTS OF ACCUMULATION (ROA).  Rights of
          Accumulation
                    ("ROA") is calculated by determining the current market
          value of













                    all Class A shares in all Ivy or Mackenzie Fund
          accounts (except
                    Ivy Money Market Fund) owned by you, your spouse, and
          your
                    children under 21 years of age.  ROA is also applicable
          to
                    accounts under a trustee or other single fiduciary
          (including
                    retirement accounts qualified under Section 401 of the
          Code). 
                    The current market value of all of your accounts as
          described
                    above is added together and then added to your current
          purchase
                    amount.  If the combined total is equal or greater than
          a
                    breakpoint amount for the Fund, then you qualify for
          the reduced
                    sales charge.

                         LETTER OF INTENT (LOI).  A Letter of Intent
          ("LOI") is a
                    non-binding agreement that states your intention to
          invest in
                    additional Class A shares, within a thirteen month
          period after
                    the initial purchase, an amount equal to a breakpoint
          amount for
                    the Fund.  The LOI may be backdated up to 90 days.  To
          sign a
                    LOI, please complete Section 4B of the new account
          application.

                         Should the LOI not be fulfilled within the
          thirteen month
                    period, your account will be debited for the difference
          between
                    the full sales charge that applies for the amount
          actually
                    invested and the reduced sales charge actually paid on
          purchases
                    placed under the terms of the LOI.

                         PURCHASES OF CLASS A SHARES AT NET ASSET VALUE. 
          An investor























                    who was a shareholder of any Ivy Fund on December 31,
          1991 or a
                    shareholder of American Investors Income Fund, Inc. or
          American
                    Investors Growth Fund, Inc. on October 31, 1988 and who
          became a
                    shareholder of Mackenzie Fixed Income Trust or Ivy
          Growth Fund as
                    a result of the respective reorganizations between the
          funds will
                    be exempt from sales charges on the purchase of Class A
          shares of
                    any Ivy or Mackenzie Fund.  This privilege is also
          available to
                    immediate family members of a shareholder (i.e., the
                    shareholder's children, the shareholder's spouse and
          the children
                    of the shareholder's spouse).  This no-load privilege
          terminates
                    for the investor if the investor redeems all shares
          owned. 
                    Shareholders and their relatives as described above
          should call
                    1-800-235-3322 for information about additional
          purchases or to
                    inquire about their account.

                    Officers and Trustees of the Trust (and their
          relatives) and IMI,
                    MIMI, and Mackenzie Financial Corporation (of which
          MIMI is a
                    subsidiary) and their officers, directors, employees, 
          and
                    retired employees, and legal counsel and independent
          accountants
                    (and their relatives) may buy Class A shares of the
          Fund without
                    an initial sales charge or CDSC.

                    Directors, officers, partners, registered
          representatives,
                    employees and retired employees (and their relatives)
          of dealers
                    having a sales agreement with MIFDI or trustees or
          custodians of
                    any qualified retirement plan established for the
          benefit of a
                    person enumerated above may buy Class A shares of the
          Fund
                    without an initial sales charge or CDSC.  In addition,
          certain
                    investment advisors and financial planners who charge a












                    management, consulting or other fee for their services
          and who
                    place trades for their own accounts and the accounts of
          their
                    clients may purchase Class A shares of the Fund without
          an
                    initial sales charge or a CDSC, provided such purchases
          are
                    placed through a broker or agent who maintains an
          omnibus account
                    with the Fund.  Also, clients of these advisors and
          planners may
                    make purchases under the same conditions if the
          purchases are
                    through the master account of such advisor or planner
          on the
                    books of such broker or agent.  THIS PROVISION APPLIES
          TO ASSETS
                    OF RETIREMENT AND DEFERRED COMPENSATION PLANS AND
          TRUSTS USED TO
                    FUND THOSE PLANS INCLUDING, BUT NOT LIMITED TO, THOSE
          DEFINED IN
                    SECTION 401(a), 403(b) OR 457 OF THE CODE AND "RABBI
          TRUSTS"
                    WHOSE ASSETS ARE USED TO PURCHASE SHARES OF THE FUND
          THROUGH THE
                    AFOREMENTIONED CHANNELS.

                    Class A shares of the Fund may be purchased at net
          asset value by
                    retirement plans qualified under section 401(a) or
          403(b) of the
                    Code and subject to the Employee Retirement Income
          Security Act
                    of 1974, as amended, subject to the following: (i)
          either (a) the
                    sponsoring organization must have at least 25 employees
          or (b)
                    the aggregate purchases by the retirement plan of Class
          A shares
                    of the Fund must be in an amount of at least $250,000
          within a
                    reasonable period of time, as determined by MIFDI in
          its sole
                    discretion; and (ii) a CDSC of 0.75% will be imposed on
          such
                    purchases in the event of certain redemption
          transactions within























                    24 months of such purchases.

                    If investments by retirement plans at NAV are made
          through a
                    dealer who has executed a dealer agreement with respect
          to the
                    Fund, MIFDI may, at the time of purchase, pay such
          dealer, out of
                    MIFDI's own resources, a commission to compensate such
          dealer for
                    its distribution assistance in connection with such
          purchase. 
                    Commissions would be computed at 0.75% of the first
          $3,000,000
                    invested, 0.50% of the next $2,000,000 invested, and
          0.25% of the
                    amount invested in excess of $5,000,000.  Please
          contact MIFDI
                    for additional information.

                    Class A shares can also be purchased without an initial
          sales
                    charge, but subject to a CDSC of 0.40% during the first
          12 months
                    by any state, county, city, or any instrumentality,
          department,
                    authority or agency of these entities, which is
          prohibited by
                    applicable investment laws from paying a sales charge
          or
                    commission when purchasing shares of any registered
          investment
                    management company (an "eligible governmental
          authority").  MIFDI
                    may, at the time of any such purchase, pay out of
          MIFDI's own
                    resources commissions to dealers which provided
          distribution
                    assistance in connection with the purchase. 
          Commissions would be
                    computed at 0.40% of the first $3,000,000 invested,
          0.20% of the
                    next $2,000,000 invested, and 0.10% of the amount
          invested in
                    excess of $5,000,000.

                    Class A shares can also be purchased without an initial
          sales













                    charge, but subject to a CDSC of 0.40% in the first 12
          months by
                    trust companies, bank trust departments, credit unions,
          savings
                    and loans and other similar organizations in their
          fiduciary
                    capacity or for their own accounts subject to any
          minimum
                    requirements set by MIFDI.  Currently, these criteria
          require
                    that the amount invested or to be invested in the
          subsequent 13-
                    month period totals at least $250,000.  MIFDI may, at
          the time of
                    any such purchase, pay out of MIFDI's own resources
          commissions
                    to dealers which provided distribution assistance in
          connection
                    with the purchase.  Commissions would be computed at
          0.40% of the
                    first $3,000,000 invested, 0.20% of the next $2,000,000
          invested,
                    and 0.10% of the amount invested in excess of
          $5,000,000.

                    Class A shares of the Fund may also be purchased
          without a sales
                    charge in connection with certain liquidation, merger
          or
                    acquisition transactions involving other investment
          companies or
                    personal holding companies.

                       CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE--CLASS
          B AND
                    CLASS C SHARES  

                    Class B and Class C shares are offered at NAV per share
          without a
                    front end sales charge. However, Class C shares
          redeemed within
                    one year of purchase will be subject to a CDSC of 1%,
          and Class B
                    shares redeemed within six years of purchase will be
          subject to a
                    CDSC at the rates set forth below. This charge will be
          assessed
                    on an amount equal to the lesser of the current market
          value or























                    the original purchase cost of the shares being
          redeemed.
                    Accordingly, you will not be assessed a CDSC on
          increases in
                    account value above the initial purchase price,
          including shares
                    derived from dividend reinvestment. In determining
          whether a CDSC
                    applies to a redemption, the calculation will be
          determined in a
                    manner that results in the lowest possible rate being
          charged. It
                    will be assumed that your redemption comes first from
          shares you
                    have held beyond the requisite maximum holding period
          or those
                    you acquire through reinvestment of dividends or
          distributions,
                    and next from the shares you have held the longest
          during the
                    requisite holding period.    

                       Proceeds from the CDSC are paid to MIFDI. MIFDI uses
          them, in
                    whole or in part, to defray its expenses related to
          providing
                    each Fund with distribution services in connection with
          the sale
                    of Class B and Class C shares, such as compensating
          selected
                    dealers and agents for selling these shares. The
          combination of
                    the CDSC and the distribution and service fees makes it
          possible
                    for a Fund to sell Class B or Class C shares without
          deducting a
                    sales charge at the time of the purchase.    

                       In the case of Class B shares, the amount of the
          CDSC, if any,
                    will vary depending on the number of years from the
          time you
                    purchase your Class B shares until the time you redeem
          them.
                    Solely for purposes of determining this holding period,
          any
                    payments you make during the quarter will be aggregated
          and












                    deemed to have been made on the last day of the
          quarter.    


                    Class B Shares:
                                                                     
          CONTINGENT
                                                                     
          DEFERRED SALES
                                                                     
          CHARGE AS A
                                                                     
          PERCENTAGE OF
                                                                     
          DOLLAR AMOUNT
                     YEAR SINCE PURCHASE                             
          SUBJECT TO
                                                                     
          CHARGE

                     First . . . . . . . . . . . . . . . . . . . . .       
          5%
                     Second  . . . . . . . . . . . . . . . . . . . .       
          4%

                     Third . . . . . . . . . . . . . . . . . . . . .       
          3%
                     Fourth  . . . . . . . . . . . . . . . . . . . .       
          3%
                     Fifth . . . . . . . . . . . . . . . . . . . . .       
          2%
                     Sixth . . . . . . . . . . . . . . . . . . . . .       
          1%
                     Seventh and thereafter  . . . . . . . . . . . .       
          0%


                         MIFDI currently intends to pay to dealers a sales
          commission
                    of 4% of the sale price of Class B shares that they
          have sold,
                    and will receive the entire amount of the CDSC paid by
                    shareholders on the redemption of Class B shares to
          finance the
                    4% commission and related marketing expenses.
























                         With respect to Class C shares, MIFDI currently
          intends to
                    pay to dealers a sales commission of 1% of the sale
          price of
                    Class C shares that they have sold, a portion of which
          is to
                    compensate the dealers for providing Class C
          shareholder account
                    services during the first year of investment. MIFDI
          will receive
                    the entire amount of the CDSC paid by shareholders on
          the
                    redemption of Class C shares to finance the 1%
          commission and
                    related marketing expenses.    

                         Pursuant to separate distribution plans for the
          Funds' Class
                    B and Class C shares, MIFDI bears various promotional
          and sales
                    related expenses, including the cost of printing and
          mailing
                    prospectuses to persons other than shareholders. Under
          the Funds'
                    Class B Plan, MIFDI retains 0.75% of the continuing
          1.00%
                    service/distribution fee assessed to Class B
          shareholders, and
                    pays a continuing service fee to qualified dealers at
          an annual
                    rate of 0.25% of qualified investments.  Under the
          Class C Plan,
                    MIFDI pays continuing service/distribution fees to
          qualified
                    dealers at an annual rate of 1.00% of qualified
          investments after
                    the first year of investment (0.25% of which represents
          a service
                    fee).    

                         CONVERSION OF CLASS B SHARES.  Your Class B shares
          and an
                    appropriate portion of both reinvested dividends and
          capital
                    gains on those shares will be converted into Class A
          shares
                    automatically no later than the month following eight
          years after
                    the shares were purchased, resulting in lower annual
          distribution













                    fees.  If you exchanged Class B shares from another Ivy
          or
                    Mackenzie fund into Class B shares of the Fund, the
          calculation
                    will be based on the time the shares in the original
          fund were
                    purchased.

                         WAIVER OF CONTINGENT DEFERRED SALES CHARGE.  The
          CDSC is
                    waived for (i) redemptions in connection with
          distributions not
                    exceeding 12% annually of the initial account balance
          (i.e., the
                    value of the shareholder's Class A Fund account at the
          time of
                    the initial distribution) (a) following retirement
          under a tax
                    qualified retirement plan or (b) in the case of an IRA,
          custodial
                    account pursuant to section 403(b)(7) of the Code, or
          Keogh Plan;
                    (ii) redemption resulting from tax-free return of an
          excess
                    contribution to an IRA; or (iii) any partial or
          complete
                    redemption following the death or disability (as
          defined in
                    Section 72(m)(7) of the Code) of a shareholder from an
          account in
                    which the deceased or disabled is named, provided that
          the
                    redemption is requested within one year of death or
          disability. 
                    The distributor may require documentation prior to
          waiver of the
                    CDSC.

                         ARRANGEMENTS WITH BROKER/DEALERS AND OTHERS. 
          MIFDI may, at
                    its own expense, pay concessions in addition to those
          described
                    above to dealers which satisfy certain criteria
          established from
                    time to time by MIFDI.  These conditions relate to
          increasing
                    sales of shares of the Fund over specified periods and
          to certain
                    other factors.  These payments may, depending on the
          dealer's























                    satisfaction of the required conditions, be periodic
          and may be
                    up to (i) 0.25% of the value of Fund shares sold by
          such dealer
                    during a particular period, and (ii) 0.10% of the value
          of Fund
                    shares held by the dealer's customers for more than one
          year
                    calculated on an annual basis.

                    HOW TO REDEEM SHARES

                       You may redeem your Fund shares through your
          registered
                    securities representative, by mail or by telephone.  A
          CDSC may
                    apply to certain Class A share redemptions, and to
          Class B and
                    Class C share redemptions prior to conversion.  All
          redemptions
                    are made at the net asset value next determined after a
                    redemption request has been received in good order. 
          Requests for
                    redemptions must be received by 4:00 PM EST to be
          processed at
                    the net asset value for that day.  Any redemption
          requests in
                    good order that is received after 4:00 PM will be
          processed at
                    the price determined on the following business day.  If
          shares to
                    be redeemed were purchased by check, payment of the
          redemption
                    may be delayed until the check has cleared or for up to
          15 days
                    after the date of purchase, whichever is less.  If a
          shareholder
                    owns shares of more than one class of the Fund, the
          Fund will
                    redeem first the shares having the highest 12b-1 fees;
          provided,
                    that any shares subject to a CDSC will be redeemed last
          unless
                    the shareholder specifically elects otherwise.    

                    When shares are redeemed, the Fund generally sends you
          payment on












                    the next business day.  Under unusual circumstances,
          the Fund may
                    suspend redemptions or postpone payment to the extent
          permitted
                    by Federal securities laws.  The proceeds of the
          redemption may
                    be more or less than the purchase price of your shares,
          depending
                    upon, among other factors, the market value of the
          Fund's
                    securities at the time of the redemption.  If the
          redemption is
                    for over $50,000, or the proceeds are to be sent to an
          address
                    other than the address of record, or an address change
          has
                    occurred in the last 30 days, it must be requested in
          writing
                    with a signature guarantee.

                    If you are not certain of the requirements for a
          redemption,
                    please contact MIISC at 1-800-777-6472.  



























                    THROUGH      The Dealer is responsible for promptly
          transmitting
                    YOUR         redemption orders.  Redemptions requested
          by dealers












                    REGISTERED   will be made at the net asset value (less
          any
                    SECURITIES   applicable CDSC) determined at the close
          of regular
                    DEALER       trading (4:00 PM EST) on the day that a
          redemption
                                 request is received in good order by
          MIISC.

                    BY MAIL      Requests for redemption in writing are
          considered to
                                 be in "proper or good order" if they
          contain the
                                 following:

                                 -    Any outstanding certificate(s) for
          shares being
                                      redeemed.
                                 -    A letter of instruction, including
          the fund
                                      name, the account number, the account
          name(s),
                                      the address and the dollar amount or
          number of
                                      shares to be redeemed.
                                 -    Signatures of all registered owners
          whose names
                                      appear on the account.
                                 -    Any required signature guarantees.
                                 -    Other supporting legal documentation,
          if
                                      required (in the case of estates,
          trusts,
                                      guardianships, corporations,
          retirement plans
                                      or other representative capacities).

                                 The dollar amount or number of shares
          indicated for
                                 redemption must not exceed the available
          shares or
                                 net asset value of your account at the
          next-
                                 determined prices.  If your request
          exceeds these
                                 limits, then the trade will be rejected in
          its
                                 entirety.

                    Mail your request to:

                    MACKENZIE IVY INVESTOR SERVICES CORP.
                    PO BOX 3022
                    BOCA RATON, FL  33431-0922












                    Our courier address is:

                    MACKENZIE IVY INVESTOR SERVICES CORP.
                    700 SOUTH FEDERAL HIGHWAY, SUITE 300
                    BOCA RATON, FL  33432

                    BY TELEPHONE   Individual and joint accounts may redeem
          up to
                                   $50,000 per day over the telephone by
          contacting
                                   MIISC at 1-800-777-6472. In times of
          unusual
                                   economic or market changes, the
          telephone
                                   redemption privilege may be difficult to
                                   implement. If you are unable to execute
          your
                                   transaction (for example, during such
          times), you
                                   may want to consider placing the order
          in writing
                                   and sending it by mail or overnight
          courier.












                                   Checks will be made payable to the
          current account
                                   registration and sent to the address of
          record. 
                                   If there has been a change of address in
          the last
                                   30 days, please use the instructions for
                                   redemption requests by mail described
          above.  A
                                   signature guarantee would be required.

                                   Requests for telephone redemptions will
          be
                                   accepted from the registered owner of
          the account,
                                   the designated registered representative
          or
                                   his/her assistant.  













                                   Shares held in certificate form cannot
          be redeemed
                                   by telephone.  

                    If Section 6E of the new account application is not
          completed,
                    telephone redemption privileges will be provided
          automatically. 
                    Although telephone redemptions may be a convenient
          feature, you
                    should realize that you may be giving up a measure of
          security
                    that you may otherwise have if you terminated the
          privilege and
                    redeemed your shares in writing.  If you do not wish to
          make
                    telephone redemptions or let your registered
          representative or
                    his/her assistant do so on your behalf, you must notify
          MIISC in
                    writing.  

                    The Fund employs reasonable procedures that require
          personal
                    identification prior to acting on redemption
          instructions
                    communicated by telephone to confirm that such
          instructions are
                    genuine.  In the absence of such procedures, the Fund
          may be
                    liable for any losses due to unauthorized or fraudulent
          telephone
                    instructions.

                    For shareholders who established this feature at the
          time they
                    opened their new account, telephone instructions will
          be accepted
                    for redemption of amounts up to $50,000 and proceeds
          will be
                    wired on the next business day to a predesignated bank
          account.

                    In order to add this feature to an existing account or
          to change
                    existing bank account information, please submit a
          letter of
                    instructions including your bank information to MIISC
          at the
                    address provided above.  The letter must be signed by
          all
                    registered owners, and their signatures must be
          guaranteed.













                    Your account will be charged a fee of $10.00 each time
          that
                    redemption proceeds are wired to your bank.

                    Neither MIMI nor the Fund can be responsible for the
          efficiency
                    of the Federal Funds wire system or the shareholder's
          bank.

                    MINIMUM ACCOUNT BALANCE REQUIREMENTS

                    Due to the high cost of maintaining small accounts and
          subject to
                    state law requirements, the Fund may redeem the
          accounts of
                    shareholders who have maintained an investment,
          including sales












                    charges paid, of less than $1,000 for more than 12
          months.  No
                    redemption will be made unless the shareholder has been
          given at
                    least 60 day's notice of the Fund's intention to redeem
          the
                    shares.  No redemption will be made if a shareholder's
          account
                    falls below the minimum due to a reduction in the value
          of the
                    Fund's portfolio securities.  This provision does not
          apply to
                    IRAs, other retirement accounts and UGMA/UTMA accounts.

                    SIGNATURE GUARANTEES

                    For your protection, and to prevent fraudulent
          redemptions, we
                    require a signature guarantee in order to accommodate
          the
                    following requests:

                         -    Redemption requests over $50,000.
                         -    Requests for redemption proceeds to be sent
          to someone












                              other than the registered shareholder.
                         -    Requests for redemption proceeds to be sent
          to an
                              address other than the address of record.
                         -    Registration transfer requests.
                         -    Requests for redemption proceeds to be wired
          to your
                              bank account (if this option was not selected
          on your
                              original application, or if you are changing
          the bank
                              wire information).

                    A signature guarantee may be obtained only from an
          eligible
                    guarantor institution as defined in Rule 17Ad-15 of the
                    Securities Exchange Act of 1934, as amended.  An
          eligible
                    guarantor institution includes banks, brokers, dealers,
          municipal
                    securities dealers, government securities dealers,
          government
                    securities brokers, credit unions, national securities
          exchanges,
                    registered securities associations, clearing agencies
          and savings
                    associations.  The signature guarantee must not be
          qualified in
                    any way.  Notarizations from notary publics are not the
          same as
                    signature guarantees, and are not accepted.

                    Circumstances other than those described above may
          require a
                    signature guarantee.  Please contact MIISC at
          1-800-777-6472 for
                    more information.

                    CHOOSING A DISTRIBUTION OPTION

                    You have the option of selecting the dividend and
          capital gain
                    distribution option that best suits your needs:

                    1.   AUTOMATIC REINVESTMENT OPTION - Both dividends and
          capital
                         gains are automatically reinvested at net asset
          value in
                         additional shares of the same class of the Fund
          unless you
                         specify one of the other options.

                    2.   INVESTMENT IN ANOTHER IVY OR MACKENZIE FUND - Both
          dividends












                         and capital gains are automatically invested at
          net asset
                         value in the same class of shares of another Ivy
          or
                         Mackenzie Fund.












                    3.   DIVIDENDS IN CASH/CAPITAL GAINS REINVESTED -
          Dividends will
                         be paid in cash.  Capital gains will be reinvested
          at net
                         asset value in additional shares of the same class
          of the
                         fund or another Ivy or Mackenzie Fund of the same
          class.

                    4.   DIVIDENDS AND CAPITAL GAINS IN CASH - Both
          dividends and
                         capital gains will be paid in cash.

                    If you wish to have your cash distributions deposited
          directly to
                    your bank account via electronic funds transfer, or if
          you wish
                    to change your distribution option, please contact
          MIISC at 1-
                    800-777-6472.

                    If you wish to have your cash distributions go to an
          address
                    other than the address of record, a signature guarantee
          is
                    required.

                    TAX IDENTIFICATION NUMBER

                    In general, to avoid being subject to a 31% Federal
          backup
                    withholding tax on dividends, capital gains
          distributions and
                    redemption proceeds, you must furnish the Fund with
          your
                    certified tax identification number (TIN) and certify
          that you












                    are not subject to backup withholding due to prior
          underreporting
                    of interest and dividends to the Internal Revenue
          Service.  If
                    you fail to provide a certified TIN or such other
          tax-related
                    certifications as the Fund may require, within 30 days
          of opening
                    your new account, the Fund reserves the right to
          involuntarily
                    redeem your account and send the proceeds to your
          address of
                    record.

                    You can avoid the above withholding and/or redemption
          by
                    correctly furnishing your TIN, and making certain
          certifications,
                    in Section 2 of the new account application at the time
          you open
                    your new account, unless the IRS requires that backup
          withholding
                    be applied to your account.

                    Certain payees, such as corporations, generally are
          exempt from
                    backup withholding.  Please complete IRS Form W-9 with
          the new
                    account application to claim this exemption.  If the
          registration
                    is for a UGMA/UTMA account, please provide the social
          security
                    number of the minor.  Non-U.S. investors who do not
          have a TIN
                    must provide, with their new account application, a
          completed IRS
                    Form W-8.

                    CERTIFICATES

                    In order to facilitate transfers, exchanges and
          redemptions, most
                    shareholders elect not to receive certificates.  Should
          you wish
                    to have a certificate issued, please contact MIISC at
          1-800-777-
                    6472 and request that one be sent to you.  (Retirement
          plan
                    accounts are not eligible for this service.)  Please
          note that if
                    you were to lose your certificate, you would incur an
          expense to
                    replace it.























                    Certificates requested by telephone for shares valued
          up to
                    $50,000 will be issued to the current registration and
          mailed to
                    the address of record.  Should you wish to have your
          certificates
                    mailed to a different address, or registered
          differently from the
                    current registration, you must provide a letter of
          instruction
                    signed by all registered owners with signatures
          guaranteed.  The
                    letter of instruction would be sent to Mackenzie Ivy
          Investor
                    Services Corp., PO Box 3022, Boca Raton, FL 
          33431-0922.   

                    EXCHANGE PRIVILEGE

                    Shareholders of the Fund have an exchange privilege
          with other
                    Mackenzie and Ivy Funds.  Class A shareholders may
          exchange 
                    their outstanding Class A shares for Class A shares of
          another
                    Ivy or Mackenzie Fund on the basis of the net asset
          value per
                    Class A share, plus an amount equal to the difference
          between the
                    sales charge previously paid on the outstanding Class A
          shares
                    and the sales charge payable at the time of the
          exchange on the
                    new Class A shares.  Incremental sales charges are
          waived for
                    outstanding Class A shares that have been invested for
          12 months
                    or longer.

                       Class B and Class C shareholders may exchange their
                    outstanding Class B (or Class C) shares for Class B (or
          Class C)
                    shares of another Ivy or Mackenzie Fund on the basis of
          the












                    relative NAV per Class B (or Class C) share, without
          the payment
                    of any CDSC that would otherwise be due upon the
          redemption of
                    Class B (or Class C) shares. Class B shareholders who
          exercise
                    the exchange privilege would continue to be subject to
          the
                    original Fund's CDSC schedule (or period) following an
          exchange
                    if such schedule is higher (or longer) than the CDSC
          for the new
                    Class B shares.    

                    Shares resulting from the reinvestment of dividends and
          other
                    distributions will not be charged an initial sales
          charge or a
                    CDSC when exchanged to another Ivy or Mackenzie Fund.

                    Exchanges are considered to be taxable events, and may
          result in
                    a capital gain or a capital loss for tax purposes. 
          Prior to
                    executing an exchange, you should obtain and read the
          prospectus
                    and consider the investment objective of the fund to be
                    purchased.  Shares must be unissued in order to execute
          an
                    exchange.  Exchanges are available only in states where
          they can
                    be legally made.  This privilege is not intended to
          provide
                    shareholders a means by which to speculate on
          short-term
                    movements in the market.  Exchanges are accepted only
          if the
                    registrations of the two accounts are identical. 
          Amounts to be
                    exchanged must meet minimum investment requirements for
          the Ivy
                    or Mackenzie Fund into which the exchange is made.

                    With respect to shares subject to a CDSC, if less than
          all of an
                    investment is exchanged out of the Fund, the shares
          exchanged
                    will reflect, pro rata, the cost, capital appreciation
          and/or
                    reinvestment of distributions of the original
          investment as well























                    as the original purchase date, for purposes of
          calculating any
                    CDSC for future redemptions of the exchanged shares.

                    An investor who was a shareholder of American Investors
          Income
                    Fund, Inc. or American Investors Growth Fund, Inc.
          prior to
                    October 31, 1988, or a shareholder of the Ivy Funds
          prior to
                    December 31, 1991, who became a shareholder of the Fund
          as a
                    result of a reorganization or merger between the Funds
          may
                    exchange between funds without paying a sales charge. 
          An
                    investor who was a shareholder of American Investors
          Income Fund,
                    Inc. or American Investors Growth Fund, Inc. on or
          after October
                    31, 1988, who became a shareholder of the Fund as a
          result of the
                    reorganization between the Funds will receive credit
          toward any
                    applicable sales charge imposed by any Ivy or Mackenzie
          Fund into
                    which an exchange is made.

                    In calculating the sales charge assessed on an
          exchange,
                    shareholders will be allowed to use the Rights of
          Accumulation
                    privilege.

                         EXCHANGES BY TELEPHONE

                         When you fill out the application for your
          purchase of Fund
                    shares, if Section 6E of the new account application is
          not
                    completed, telephone exchange privileges will be
          provided
                    automatically.  Although telephone exchanges may be a
          convenient
                    feature, you should realize that you may be giving up a
          measure












                    of security that you may otherwise have if you
          terminated the
                    privilege and exchanged your shares in writing.  If you
          do not
                    wish to make telephone exchanges or let your registered
                    representative or his/her assistant do so on your
          behalf, you
                    must notify MIISC in writing.

                         In order to execute an exchange, please contact
          MIISC at 1-
                    800-777-6472.  Have the account number of your current
          fund and
                    the exact name in which it is registered available to
          give to the
                    telephone representative.

                         The Fund employs reasonable procedures that
          require personal
                    identification prior to acting on exchange instructions
                    communicated by telephone to confirm that such
          instructions are
                    genuine.  In the absence of such procedures, the Fund
          may be
                    liable for any losses due to unauthorized or fraudulent
          telephone
                    instructions.

                         EXCHANGES IN WRITING

                    In a letter, request an exchange and provide the
          following
                    information:

                         -    The name and class of the fund whose shares
          you
                              currently own.
                         -    Your account number.
                         -    The name(s) in which the account is
          registered.












                         -    The name of the fund in which you wish your
          exchange to












                              be invested.
                         -    The number of shares, all shares or the
          dollar amount
                              you wish to exchange.

                    The request must be signed as by all registered owners.

                    Mail the request and information to:

                         Mackenzie Ivy Investor Services Corp.
                         P.O. Box 3022
                         Boca Raton, FL  33431-0922

                    REINVESTMENT PRIVILEGE

                    Investors who have redeemed Class A shares of the Fund
          have a
                    one-time privilege of reinvesting all or a part of the
          proceeds
                    of the redemption back into Class A shares of the Fund
          at net
                    asset value (without a sales charge) within 60 days
          after the
                    date of redemption.  In order to reinvest without a
          sales charge,
                    shareholders or their brokers must inform MIISC that
          they are
                    exercising the reinvestment privilege at the time of
                    reinvestment.  The tax status of a gain realized on a
          redemption
                    generally will not be affected by the exercise of the
                    reinvestment privilege, but a loss realized on a
          redemption
                    generally may be disallowed by the Internal Revenue
          Service if
                    the reinvestment privilege is exercised within 30 days
          after the
                    redemption.  In addition, upon a reinvestment, the
          shareholder
                    may not be permitted to take into account sales charges
          incurred
                    on the original purchase of shares in computing their
          taxable
                    gain or loss.

                    SYSTEMATIC WITHDRAWAL PLAN ("SWP")

                    You may elect the Systematic Withdrawal Plan at any
          time by
                    completing the Account Application, which is attached
          to this
                    Prospectus.  You can also obtain this application by
          contacting













                    your registered representative or MIISC at
          1-800-777-6472.  To be
                    eligible, you must have at least $5,000 in your
          account. 
                    Payments (minimum distribution amount - $50) from your
          account
                    can be made monthly, quarterly, semi-annually, annually
          or on a
                    selected monthly basis, to yourself or any other
          designated
                    payee.  You may elect to have your systematic
          withdrawal paid
                    directly to your bank account via electronic funds
          transfer
                    ("EFT").  For more information, please contact MIISC at
          1-800-
                    777-6472.

                       If payments you receive through the Systematic
          Withdrawal Plan
                    exceed the dividends and capital appreciation of your
          account,
                    you will be reducing the value of your account. 
          Additional
                    investments made by shareholders participating in the
          Systematic
                    Withdrawal Plan must equal at least $1,000 while the
          plan is in
                    effect.  However, it may not be advantageous to
          purchase
                    additional Class A, Class B or Class C shares when you
          have a












                    Systematic Withdrawal Plan, because you may be subject
          to an
                    initial sales charge on your purchase of Class A shares
          or to a
                    CDSC imposed on your redemptions of Class B or Class C
          shares. 
                    In addition, redemptions are taxable events.    

                    Amounts paid to you through the Systematic Withdrawal
          Plan are












                    derived from the redemption of shares in your account. 
          Any
                    applicable CDSC will be assessed upon the redemptions. 
          A CDSC
                    will not be assessed on withdrawals not exceeding 12%
          annually of
                    the initial account balance when the Systematic
          Withdrawal Plan
                    was started.

                    Should you wish at any time to add a Systematic
          Withdrawal Plan
                    to an existing account or change payee instructions,
          you will
                    need to submit a written request, signed by all
          registered
                    owners, with signatures guaranteed.

                    Retirement accounts are eligible for Systematic
          Withdrawal Plans. 
                    Please contact MIISC at 1-800-777-6472 to obtain the
          necessary
                    paperwork to establish a plan.

                    If the U.S. Postal Service cannot deliver your checks,
          or if
                    deposits to a bank account are returned for any reason,
          your
                    redemptions will be discontinued.

                    AUTOMATIC INVESTMENT METHOD ("AIM")

                    You may authorize an investment to be automatically
          drawn each
                    month from your bank for investment in Fund shares
          under the
                    "Automatic Investment Method" and "Fed Wire/EFT"
          sections of the
                    Account Application.  There is no charge to you for
          this program.

                    You may terminate or suspend your Automatic Investment
          Method by
                    telephone at any time by contacting MIISC at
          1-800-777-6472.

                    If you have investments being withdrawn from a bank
          account and
                    we are notified that the account has been closed, your
          Automatic
                    Investment Method will be discontinued.

                    CONSOLIDATED ACCOUNT STATEMENTS













                    Shareholders with two or more Ivy or Mackenzie fund
          accounts will
                    receive a single quarterly account statement, unless
          otherwise
                    specified.  This feature consolidates the activity for
          each
                    account onto one statement.  Requests for quarterly
          consolidated
                    statements for all other accounts must be submitted in
          writing
                    and must be signed by all registered owners.

                    RETIREMENT PLANS

                    The Ivy Mackenzie Funds offers several IRS-approved tax
          sheltered
                    retirement plans that may fit your needs:

                         -    IRA (Individual Retirement Account)












                         -    401(k) Plan
                              Money Purchase Pension Plan
                              Profit Sharing Plan

                         -    SEP-IRA (Simplified Employee Pension Plan)

                         -    403(b)(7) Plan 

                    Minimum initial and subsequent investments for
          retirement plans
                    are $25.00.

                    Please call MIISC at 1-800-777-6472 for complete
          information kits
                    describing the plans, their benefits, restrictions,
          provisions
                    and fees.

                    SHAREHOLDER INQUIRIES

                    Inquiries regarding the Fund should be directed to
          MIISC at 1-
                    800-777-6472.


























































                                                IVY BOND FUND
                                         IVY EMERGING GROWTH FUND
                                             IVY GROWTH FUND
                                     IVY GROWTH WITH INCOME FUND    

                                                series of 

                                                 IVY FUND












                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432

                                   STATEMENT OF ADDITIONAL INFORMATION

                                             April 30, 1996    

                   
          _________________________________________________________________


                         Ivy Fund (the "Trust") is a diversified, open-end
          management
                    investment company that currently consists of thirteen
          fully
                    managed portfolios.  This Statement of Additional
          Information
                    ("SAI") describes four of the portfolios, Ivy Bond
          Fund, Ivy
                    Emerging Growth Fund, Ivy Growth Fund and Ivy Growth
          with Income
                    Fund  (the "Funds," each a "Fund").  The other nine
          portfolios of
                    the Trust are described in separate Statements of
          Additional
                    Information.    

                         This SAI is not a prospectus and should be read in
                    conjunction with the prospectus for the Funds dated
          April 30,
                    1996 (the "Prospectus"), which may be obtained upon
          request and
                    without charge from the Trust at the Distributor's
          address and
                    telephone number listed below.    

                                            INVESTMENT MANAGER

                                       Ivy Management, Inc. ("IMI")
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432
                                        Telephone: (800) 777-6472

                                               DISTRIBUTOR

                             Mackenzie Ivy Funds Distribution, Inc.
          ("MIFDI")
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida  33432
                                        Telephone: (800) 456-5111




























                    INVESTMENT OBJECTIVES AND POLICIES  . . . . . . . . . .
          . . .   1
                         U.S. GOVERNMENT SECURITIES . . . . . . . . . . . .
          . . .   1
                         CONVERTIBLE SECURITIES . . . . . . . . . . . . . .
          . . .   2
                         BORROWING  . . . . . . . . . . . . . . . . . . . .
          . . .   2
                         COMMERCIAL PAPER . . . . . . . . . . . . . . . . .
          . . .   2
                         BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS 
          . . .   2
                         WARRANTS . . . . . . . . . . . . . . . . . . . . .
          . . .   3
                         AMERICAN DEPOSITORY RECEIPTS ("ADRs")  . . . . . .
          . . .   3
                         FOREIGN SECURITIES . . . . . . . . . . . . . . . .
          . . .   3
                         INVESTING IN EMERGING MARKETS  . . . . . . . . . .
          . . .   3
                         FORWARD FOREIGN CURRENCY CONTRACTS . . . . . . . .
          . . .   5
                         REPURCHASE AGREEMENTS  . . . . . . . . . . . . . .
          . . .   5
                         FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED
          SECURITIES  .   6
                         LOANS OF PORTFOLIO SECURITIES  . . . . . . . . . .
          . . .   6
                         ZERO COUPON BONDS  . . . . . . . . . . . . . . . .
          . . .   6
                         RESTRICTED AND ILLIQUID SECURITIES . . . . . . . .
          . . .   7
                         OPTIONS TRANSACTIONS . . . . . . . . . . . . . . .
          . . .   7
                              GENERAL . . . . . . . . . . . . . . . . . . .
          . . .   7
                              WRITING OPTIONS ON INDIVIDUAL SECURITIES  . .
          . . .   8













                              PURCHASING OPTIONS ON INDIVIDUAL SECURITIES .
          . . .   8
                              PURCHASING AND WRITING OPTIONS ON SECURITIES
                                   INDICES  . . . . . . . . . . . . . . . .
          . . .   9
                              RISKS OF OPTIONS TRANSACTIONS . . . . . . . .
          . . .   9
                         FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
          . . .  10
                              GENERAL . . . . . . . . . . . . . . . . . . .
          . . .  10
                              INTEREST RATE FUTURES CONTRACTS . . . . . . .
          . . .  11
                              OPTIONS ON INTEREST RATE FUTURES CONTRACTS  .
          . . .  11
                              FOREIGN CURRENCY FUTURES CONTRACTS AND
          RELATED
                                   OPTIONS  . . . . . . . . . . . . . . . .
          . . .  12
                              RISKS ASSOCIATED WITH FUTURES AND RELATED
          OPTIONS .  12
                         SECURITIES INDEX FUTURES CONTRACTS . . . . . . . .
          . . .  13
                              RISKS OF SECURITIES INDEX FUTURES . . . . . .
          . . .  14
                         COMBINED TRANSACTIONS  . . . . . . . . . . . . . .
          . . .  15
                         HIGH YIELD BONDS . . . . . . . . . . . . . . . . .
          . . .  15
                         FOREIGN CURRENCIES . . . . . . . . . . . . . . . .
          . . .  15

                    INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . .
          . . .  16

                    ADDITIONAL RESTRICTIONS . . . . . . . . . . . . . . . .
          . . .  18

                    ADDITIONAL RIGHTS AND PRIVILEGES  . . . . . . . . . . .
          . . .  20
                         AUTOMATIC INVESTMENT METHOD  . . . . . . . . . . .
          . . .  20
                         EXCHANGE OF SHARES . . . . . . . . . . . . . . . .
          . . .  20
                              INITIAL SALES CHARGE SHARES . . . . . . . . .
          . . .  20
                              CONTINGENT DEFERRED SALES CHARGE SHARES.
          CLASS A  .  21
                              CLASS B SHARES  . . . . . . . . . . . . . . .
          . . .  21
                              CLASS C SHARES  . . . . . . . . . . . . . . .
          . . .  22
                              CLASS I SHARES  . . . . . . . . . . . . . . .
          . . .  23












                         LETTER OF INTENT . . . . . . . . . . . . . . . . .
          . . .  23
                         RETIREMENT PLANS . . . . . . . . . . . . . . . . .
          . . .  24
                              INDIVIDUAL RETIREMENT ACCOUNTS  . . . . . . .
          . . .  24
                              QUALIFIED PLANS . . . . . . . . . . . . . . .
          . . .  25














                              DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
                                   CHARITABLE ORGANIZATIONS ("403(B)(7)
                                   ACCOUNT")  . . . . . . . . . . . . . . .
          . . .  26
                              SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS  . .
          . . .  26
                         REINVESTMENT PRIVILEGE . . . . . . . . . . . . . .
          . . .  26
                         RIGHTS OF ACCUMULATION . . . . . . . . . . . . . .
          . . .  26
                         SYSTEMATIC WITHDRAWAL PLAN . . . . . . . . . . . .
          . . .  27

                    BROKERAGE ALLOCATION  . . . . . . . . . . . . . . . . .
          . . .  28

                    TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . .
          . . .  30
                         PERSONAL INVESTMENTS BY EMPLOYEES OF IMI . . . . .
          . . .  33

                    INVESTMENT ADVISORY AND OTHER SERVICES  . . . . . . . .
          . . .  36
                         BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
          SERVICES . .  36
                         DISTRIBUTION SERVICES  . . . . . . . . . . . . . .
          . . .  38
                              RULE 18F-3 PLAN . . . . . . . . . . . . . . .
          . . .  39
                              RULE 12B-1 DISTRIBUTION PLANS . . . . . . . .
          . . .  40













                         CUSTODIAN  . . . . . . . . . . . . . . . . . . . .
          . . .  42
                         FUND ACCOUNTING SERVICES . . . . . . . . . . . . .
          . . .  43
                         TRANSFER AGENT AND DIVIDEND PAYING AGENT . . . . .
          . . .  43
                         ADMINISTRATOR  . . . . . . . . . . . . . . . . . .
          . . .  43
                         AUDITORS . . . . . . . . . . . . . . . . . . . . .
          . . .  43

                    CAPITALIZATION AND VOTING RIGHTS  . . . . . . . . . . .
          . . .  44

                    NET ASSET VALUE . . . . . . . . . . . . . . . . . . . .
          . . .  45

                    PORTFOLIO TURNOVER  . . . . . . . . . . . . . . . . . .
          . . .  46

                    REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . .
          . . .  46

                    CONVERSION OF CLASS B SHARES  . . . . . . . . . . . . .
          . . .  47

                    TAXATION  . . . . . . . . . . . . . . . . . . . . . . .
          . . .  48
                         OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD
                              CONTRACTS . . . . . . . . . . . . . . . . . .
          . . .  48
                         CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR
          LOSSES 
                                . . . . . . . . . . . . . . . . . . . . . .
          . . .  49
                         INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
          . . .  49
                         DEBT SECURITIES ACQUIRED AT A DISCOUNT . . . . . .
          . . .  50
                         DISTRIBUTIONS  . . . . . . . . . . . . . . . . . .
          . . .  50
                         DISPOSITION OF SHARES  . . . . . . . . . . . . . .
          . . .  51
                         FOREIGN WITHHOLDING TAXES  . . . . . . . . . . . .
          . . .  51
                         BACKUP WITHHOLDING . . . . . . . . . . . . . . . .
          . . .  52

                    PERFORMANCE INFORMATION . . . . . . . . . . . . . . . .
          . . .  52
                              YIELD . . . . . . . . . . . . . . . . . . . .
          . . .  52
                              AVERAGE ANNUAL TOTAL RETURN . . . . . . . . .
          . . .  53












                              OTHER QUOTATIONS, COMPARISONS AND GENERAL
                                   INFORMATION  . . . . . . . . . . . . . .
          . . .  62

                    FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . .
          . . .  63













                    APPENDIX A
                        DESCRIPTION OF STANDARD & POOR'S CORPORATION
          ("S&P") AND 
                      MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE
          BOND AND
                                         COMMERCIAL PAPER RATINGS . . . . .
          . . .  64









































































                                    INVESTMENT OBJECTIVES AND POLICIES

                         Each Fund has its own investment objectives and
          policies,
                    which are described more fully in the Prospectus under
                    "Investment Objectives and Policies" and "Risk Factors
          and
                    Investment Techniques."   The different types of
          securities and
                    investment techniques used by the Funds involve varying
          degrees
                    of risk.    

                         IVY BOND FUND:  Ivy Bond Fund seeks a high level
          of current
                    income by investing primarily in (i) investment grade
          corporate
                    bonds (i.e., those rated Aaa, Aa, A or Baa by Moody's
          Investors
                    Services, Inc. ("Moody's") or AAA, AA, A or BBB by
          Standard &












                    Poor's Corporation ("S&P"), or, if unrated, are
          considered by IMI
                    to be of comparable quality) and (ii) U.S. Government
          securities
                    (including mortgage-backed securities issued by U.S.
          Government
                    agencies or instrumentalities) that mature in more than
          13
                    months. As a fundamental policy, the Fund normally
          invests at
                    least 65% of its total assets in these fixed income
          securities.
                    For temporary defensive purposes, the Fund may invest
          without
                    limit in U.S. Government securities maturing in 13
          months or
                    less, certificates of deposit, bankers' acceptances,
          commercial
                    paper and repurchase agreements. The Fund may also
          invest up to
                    35% of its total assets in such securities in order to
          meet
                    redemptions or to maximize income to the Fund when it
          is
                    anticipating longer-term investments.     

                         The Fund may invest less than 35% of its net
          assets in debt
                    securities rated Ba or below by Moody's or BB or below
          by S&P,
                    or, if unrated, are considered by IMI to be of
          comparable quality
                    (commonly referred to as "high yield" or "junk" bonds).
          The Fund
                    will not invest in debt securities rated less than C by
          either
                    Moody's or S&P.    

                         The Fund may invest up to 5% of its assets in
          dividend
                    paying common and preferred stocks (including
          adjustable rate
                    preferred stocks and securities convertible into common
          stocks),
                    municipal bonds, investment-grade zero coupon bonds,
          and
                    securities sold on a "when-issued" or firm commitment
          basis. The
                    Fund may also lend its portfolio securities to increase
          current
                    income (so long as the aggregate value of all
          outstanding
                    securities loaned does not exceed 30% of the value of
          the Fund's












                    total assets), and, as a temporary measure for
          extraordinary or
                    emergency purposes, may borrow from banks (up to 10% of
          the value
                    of its total assets).     

                         The Fund may invest up to 20% of its net assets in
          debt
                    securities of foreign issuers, including non-U.S.
          dollar-
                    denominated debt securities, American Depository
          Receipts
                    ("ADRs"), Eurodollar securities and debt securities
          issued,
                    assumed or guaranteed by foreign governments or
          political
                    subdivisions or instrumentalities thereof. The Fund may
          also
                    enter into forward foreign currency contracts, but not
          for
                    speculative purposes. The Fund may not invest more than
          10% of












                    the value of its net assets in illiquid securities,
          such as
                    securities subject to legal or contractual restrictions
          on resale
                    ("restricted securities"), repurchase agreements
          maturing in more
                    than seven days and other securities that are not
          readily
                    marketable, and in any case may not invest more than 5%
          of its
                    net assets in restricted securities.    

                         The Fund may purchase put and call options,
          provided the
                    premium paid for such options does not exceed 10% of
          the Fund's
                    net assets. The Fund may also sell covered put options
          with
                    respect to up to 50%  of the value of its net assets,
          and my












                    write covered call options so long as not more than 20%
          of the
                    Fund's net assets is subject to being purchased upon
          the exercise
                    of the calls. For hedging purposes only, the Fund may
          engage in
                    transactions in interest rate futures contracts,
          currency futures
                    contracts and options on interest rate futures and
          currency
                    futures contracts.    

                         IVY EMERGING GROWTH FUND, IVY GROWTH FUND AND IVY
          GROWTH
                    WITH INCOME FUND:  Each Fund's principal investment
          objective is
                    long-term capital growth primarily through investment
          in equity
                    securities, with current income being a secondary
          consideration. 
                    Ivy Growth with Income Fund has tended to emphasize
          dividend-
                    paying stocks more than the other two Funds. Under
          normal
                    conditions, each Fund invests at least 65% of its total
          assets in
                    common stocks and securities convertible into common
          stocks.  Ivy
                    Growth Fund and Ivy Growth with Income Fund invest
          primarily in
                    common stocks of domestic corporations with low
          price-earnings
                    ratios and rising earnings, focusing on established,
          financially
                    secure firms with capitalizations over $100 million and
          more than
                    three years of operating history.  Ivy Emerging Growth
          Fund
                    invests primarily in common stocks (or securities with
          similar
                    characteristics) of small and medium-sized companies,
          both
                    foreign and domestic, that are in the early stages of
          their life
                    cycle and that IMI believes have the potential to
          become major
                    enterprises.  All of the Funds may invest up to 25% of
          their
                    assets in foreign securities, primarily those traded in
          European,
                    Pacific Basin and Latin American markets. Individual
          foreign
                    securities are selected based on value indicators, such
          as a low












                    price-earnings ratio, and are reviewed for fundamental
          financial
                    strength.    

                         When circumstances warrant, each Fund may invest
          without
                    limit in investment-grade debt securities (e.g., U.S.
          Government
                    securities or other debt securities rated at least Baa
          by Moody's
                    or BBB by S&P, or, if unrated, are considered by IMI to
          be of
                    comparable quality), preferred stocks, or cash or cash
                    equivalents such as bank obligations (including
          certificates of
                    deposit and bankers' acceptances), commercial paper,
          short-term
                    notes and repurchase agreements.     

                         Ivy Growth with Income Fund may invest less than
          35% of its
                    net assets in debt securities rated rated Ba or below
          by Moody's
                    or BB or below by S&P, or if unrated, are considered by
          IMI to be












                    of comparable quality (commonly referred to as "high
          yield" or
                    "junk" bonds). Ivy Growth Fund may invest up to 5% of
          its net
                    assets in these low-rated debt securities. Neither Fund
          will
                    invest in debt securities rated less than C by either
          Moody's or
                    S&P.    

                         Each Fund may borrow up to 10% of the value of its
          total
                    assets, but only for up to 60 days and where it would
          be
                    advantageous to do so from an investment standpoint.
          All of the













                    Funds may invest up to 5% of their assets in warrants. 
          Ivy
                    Growth with Income Fund may not invest more than 10% of
          the value
                    of its net assets in illiquid securities, such as
          securities
                    subject to legal or contractual restrictions on resale
                    ("restricted securities"), repurchase agreements
          maturing in more
                    than seven days and other securities that are not
          readily
                    marketable.  None of the Funds may invest more than 5%
          of their
                    net assets in restricted securities. Ivy Growth with
          Income Fund
                    may also invest in equity real estate investment
          trusts, and all
                    of the Funds may enter into forward foreign currency
                    contracts.    

                         Each of the Funds may purchase put options on
          securities and
                    stock indices, and may write covered call options with
          respect to
                    25% of the value of securities held in its portfolio. 
          For
                    hedging purposes only, each Fund may enter into stock
          index
                    futures contracts as a means of regulating its exposure
          to equity
                    markets.  A Fund's aggregate investment in stock index
          futures
                    contracts will not exceed 15% of its total assets.    

                    U.S. GOVERNMENT SECURITIES

                         U.S. Government securities are obligations of, or
          guaranteed
                    by, the U.S. Government, its agencies or
          instrumentalities. 
                    Securities guaranteed by the U.S. Government include: 
          (1) direct
                    obligations of the U.S. Treasury (such as Treasury
          bills, notes,
                    and bonds) and (2) Federal agency obligations
          guaranteed as to
                    principal and interest by the U.S. Treasury (such as
          GNMA
                    certificates, which are mortgage-backed securities). 
          In these
                    securities, the payment of principal and interest is
                    unconditionally guaranteed by the U.S. Government, and
          thus they













                    are of the highest possible credit quality.  Such
          securities are
                    subject to variations in market value due to
          fluctuations in
                    interest rates, but, if held to maturity, will be paid
          in
                    full.    

                         Mortgage-backed securities are securities
          representing part
                    ownership of a pool of mortgage loans.  For example,
          GNMA
                    certificates are such securities in which the timely
          payment of
                    principal and interest is guaranteed by the full faith
          and credit
                    of the U.S. Government.  Although the mortgage loans in
          the pool
                    will have maturities of up to 30 years, the actual
          average life
                    of the GNMA certificates typically will be
          substantially less
                    because the mortgages will be subject to normal
          principal
                    amortization and may be prepaid prior to maturity. 
          Prepayment












                    rates vary widely and may be affected by changes in
          market
                    interest rates.  In periods of falling interest rates,
          the rate
                    of prepayment tends to increase, thereby shortening the
          actual
                    average life of the GNMA certificates.  Conversely,
          when interest
                    rates are rising, the rate of prepayments tends to
          decrease,
                    thereby lengthening the actual average life of the GNMA
                    certificates.  Accordingly, it is not possible to
          predict
                    accurately the average life of a particular pool. 
          Reinvestment













                    of prepayment may occur at higher or lower rates than
          the
                    original yield on the certificates.  Due to the
          prepayment
                    feature and the need to reinvest prepayments of
          principal at
                    current rates, GNMA certificates can be less effective
          than
                    typical bonds of similar maturities at "locking in"
          yields during
                    periods of declining interest rates.  GNMA certificates
          may
                    appreciate or decline in market value during periods of
          declining
                    or rising interest rates, respectively.    

                         Securities issued by U.S. Government
          instrumentalities and
                    certain federal agencies are neither directly
          obligations of nor
                    guaranteed by the U.S. Treasury.  However, they involve
          Federal
                    sponsorship in one way or another; some are backed by
          specific
                    types of collateral; some are supported by the issuer's
          right to
                    borrow from the Treasury; some are supported by the
          discretionary
                    authority of the Treasury to purchase certain
          obligations of the
                    issuer; others are supported only by the credit of the
          issuing
                    government agency or instrumentality.  These agencies
          and
                    instrumentalities include, but are not limited to,
          Federal Land
                    Banks, Farmers Home Administration, Central Bank for
                    Cooperatives, Federal Intermediate Credit Banks,
          Federal Home
                    Loan Banks, Federal National Mortgage Association, and
          Student
                    Loan Marketing Association.    

                    MUNICIPAL SECURITIES

                         Municipal securities are debt obligations that
          generally
                    have a maturity at the time of issue in excess of one
          year and
                    are issued to obtain funds for various public purposes. 
          The two
                    principal classifications of municipal bonds are
          "general













                    obligation" and "revenue" bonds.  General obligation
          bonds are
                    secured by the issuer's pledge of its full faith,
          credit and
                    taxing power for the payment of principal and interest. 
          Revenue
                    bonds are payable only from the revenues derived from a
                    particular facility or class of facilities, or, in some
          cases,
                    from the proceeds of a special excise of specific
          revenue source. 
                    Industrial development bonds or private activity bonds
          are issued
                    by or on behalf of public authorities to obtain funds
          for
                    privately-operated facilities and are in most cases
          revenue bonds
                    that generally do not carry the pledge of the full
          faith and
                    credit of the issuer of such bonds, but depend for
          payment on the
                    ability of the industrial user to meet its obligations
          (or on any
                    property pledged as security).    

                         The market prices of municipal securities, like
          those of
                    taxable debt securities, go up and down when interest
          rates












                    change.  Thus, the net asset value per share can be
          expected to
                    fluctuate and shareholders may receive more or less
          than their
                    purchase price for shares they redeem.    

                    ZERO COUPON BONDS  

                         Zero coupons bonds are debt obligations issued
          without any
                    requirement for the periodic payment of interest.  Zero
          coupon













                    bonds are issued at a significant discount from face
          value.  The
                    discount approximates the total amount of interest the
          bonds
                    would accrue and compound over the period until
          maturity at a
                    rate of interest reflecting the market rate at the time
          of
                    issuance.  If a Fund holds zero coupon bonds in its
          portfolio,
                    however, it would recognize income currently for
          Federal income
                    tax purposes in the amount of the unpaid, accrued
          interest and
                    generally would be required to distribute dividends
          representing
                    such income to shareholders currently, even though
          funds
                    representing such income would not have been received
          by the
                    Fund.  Cash to pay dividends representing unpaid,
          accrued
                    interest may be obtained from sales proceeds of
          portfolio
                    securities and Fund shares and from loan proceeds.  The
          potential
                    sale of portfolio securities to pay cash distributions
          from
                    income earned on zero coupon bonds may result in a
          Fund's being
                    forced to sell portfolio securities at a time when the
          Fund might
                    otherwise choose not to sell these securities and when
          the Fund
                    might incur a capital loss on such sales.  Because
          interest on
                    zero coupon obligations is not distributed to a Fund on
          a current
                    basis, but is in effect compounded, the value of the
          securities
                    of this type is subject to greater fluctuations in
          response to
                    changing interest rates than the value of debt
          obligations that
                    distribute income regularly.    

                    REPURCHASE AGREEMENTS  

                         Repurchase agreements are contracts under which a
          Fund buys
                    a money market instrument and obtains a simultaneous
          commitment
                    from the seller to repurchase the instrument at a
          specified time












                    and at an agreed-upon yield.  A Fund may not enter into
          a repur-
                    chase agreement with more than seven days to maturity
          if, as a
                    result, more than 10% of that Fund's net assets would
          be invested
                    in illiquid securities, including such repurchase
          agreements. 
                    Under guidelines approved by the Trust's Board of
          Trustees (the
                    "Board"), a Fund is permitted to enter into repurchase
          agreements
                    only if the repurchase agreements are at least fully
                    collateralized with U.S. Government securities or other
                    securities that that Fund's investment adviser has
          approved for
                    use as collateral for repurchase agreements and the
          collateral
                    must be marked-to-market daily.  A Fund will enter into
                    repurchase agreements only with banks and
          broker-dealers deemed
                    to be creditworthy by that Fund's investment adviser
          under
                    guidelines approved by the Board.  In the unlikely
          event of
                    failure of the executing bank or broker-dealer, a Fund
          could
                    experience some delay in obtaining direct ownership of
          the
                    underlying collateral and might incur a loss if the
          value of the












                    security should decline, as well as costs in disposing
          of the
                    security.    

                    WARRANTS

                         A Fund's investments in warrants, valued at the
          lower of
                    cost or market, will not exceed 5% of the value of its
          net













                    assets.  Included within that amount, but not to exceed
          2% of a
                    Fund's net assets, may be warrants that are not listed
          on either
                    the New York or the American Stock Exchanges.  Warrants
          acquired
                    by a Fund in units or attached to securities will be
          deemed to be
                    without value for purposes of this restriction.    

                         The holder of a warrant has the right to purchase
          a given
                    number of shares of a particular issuer at a specified
          price
                    until expiration of the warrant.  Such investments can
          provide a
                    greater potential for profit or loss than an equivalent
                    investment in the underlying security.  Prices of
          warrants do not
                    necessarily move in tandem with the prices of the
          underlying
                    securities, and are speculative investments.  Warrants
          pay no
                    dividends and confer no rights other than a purchase
          option.  If
                    a warrant is not exercised by the date of its
          expiration, the
                    particular Fund will lose its entire investment in such
                    warrant.    

                    ADJUSTABLE RATE PREFERRED STOCKS

                         Adjustable rate preferred stocks have a variable
          dividend,
                    generally determined on a quarterly basis according to
          a formula
                    based upon a specified premium or discount to the yield
          on a
                    particular U.S. Treasury security rather than a
          dividend which is
                    set for the life of the issue.  Although the dividend
          rates on
                    these stocks are adjusted quarterly and their market
          value should
                    therefore be less sensitive to interest rate
          fluctuations than
                    are other fixed income securities and preferred stocks,
          the
                    market values of adjustable rate preferred stocks have
          fluctuated
                    and can be expected to continue to do so in the
          future.    

                    CONVERTIBLE SECURITIES












                         Convertible debt securities and convertible
          preferred
                    stocks, until converted, have general characteristics
          similar to
                    both debt and equity securities.  Although to a lesser
          extent
                    than with debt securities generally, the market value
          of
                    convertible securities tends to decline as interest
          rates
                    increase and, conversely, tends to increase as interest
          rates
                    decline.  In addition, because of the conversion or
          exchange
                    feature, the market value of convertible securities
          typically
                    changes as the market value of the underlying common
          stocks
                    changes, and, therefore, also tends to follow movements
          in the
                    general market for equity securities.  As the market
          price of the
                    underlying common stock declines, convertible
          securities tend to
                    trade increasingly on a yield basis, and so may not
          experience
                    market value declines to the same extent as the
          underlying common












                    stock.  When the market price of the underlying common
          stock
                    increases, the prices of the convertible securities
          tends to rise
                    as a reflection of the value of the underlying common
          stock,
                    although typically not as much as the underlying common
          stock. 
                    While no securities investments are without risk,
          investments in
                    convertible securities generally entail less risk than
                    investments in common stock of the same issuer.  As
          debt













                    securities, convertible securities are investments
          which provide
                    for a stream of income (or in the case of zero coupon
          securities,
                    accretion of income) with generally higher yields than
          common
                    stocks.  Like all debt securities, however, there can
          be no
                    assurance of income or principal payments because the
          issuers of
                    the convertible securities may default on their
          obligations. 
                    Convertible securities generally offer lower yields
          than non-
                    convertible securities of similar quality because of
          their
                    conversion or exchange features.    

                    SMALL COMPANY RISK

                         Investors should recognize that investing in
          smaller company
                    stocks involves certain special considerations and
          risks,
                    including those set forth below and in the Funds'
          Prospectus
                    under "Risk Factors and Investment Techniques," which
          are not
                    customarily associated with investing in larger, more
          established
                    companies.  For example, smaller companies may be more
                    susceptible to losses and risks of bankruptcy.  Also,
          the
                    securities of smaller companies may be thinly traded
          (and
                    therefore have to be sold at a discount from current
          market
                    prices sold in small lots over an extended period of
          time). 
                    Transaction costs in smaller company stocks may be
          higher than
                    those of larger companies.    

                    COMMERCIAL PAPER

                         Commercial paper represents short-term unsecured
          promissory
                    notes issued in bearer form by bank holding companies,
                    corporations and finance companies.  A Fund may invest
          in
                    commercial paper that, at the date of investment, is
          rated A-1 by
                    Standard & Poor's Corporation ("S&P") or Prime-1 by
          Moody's












                    Investors Service, Inc. ("Moody's") or, if not rated by
          Moody's
                    or S&P, issued by companies having an outstanding debt
          issue
                    rated AAA or AA by S&P or Aaa or Aa by Moody's.      

                    BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS

                         Certificates of deposit are negotiable
          certificates issued
                    against funds deposited in a commercial bank for a
          definite
                    period of time and earning a specified return. 
          Bankers'
                    acceptances are negotiable drafts or bills of exchange,
          normally
                    drawn by an importer or exporter to pay for specific
          merchandise,
                    which are "accepted" by a bank, meaning, in effect,
          that the bank
                    unconditionally agrees to pay the face value of the
          instrument on
                    maturity.  In addition to investing in certificates of
          deposit
                    and bankers' acceptances, a Fund may invest in time
          deposits in












                    banks or savings and loan associations.  Time deposits
          are
                    generally similar to certificates of deposit, but are
                    uncertificated. A Fund's investments in certificates of
          deposit,
                    time deposits, and bankers' acceptances are limited to
                    obligations of (i) banks having total assets in excess
          of $1
                    billion, (ii) U.S. banks which do not meet the $1
          billion asset
                    requirement, if the principal amount of such obligation
                    (currently $100,000) is fully insured by the Federal
          Deposit
                    Insurance Corporation (the "FDIC"), (iii) savings and
          loan













                    associations which have total assets in excess of $1
          billion and
                    which are members of the FDIC, and (iv) foreign banks
          if the
                    obligation is, in IMI's opinion, of an investment
          quality
                    comparable to other debt securities which may be
          purchased by a
                    Fund.    

                    AMERICAN DEPOSITORY RECEIPTS

                         A Fund may purchase sponsored or unsponsored ADRs. 
          ADRs are
                    dollar-denominated receipts issued generally by U.S.
          banks that
                    represent the deposit with the bank of a foreign
          company's
                    security.  ADRs are publicly traded on exchanges or
          over-the-
                    counter ("OTC") in the United States.  Ownership of
          unsponsored
                    ADRs may not entitle a Fund to financial or other
          reports from
                    the issuer to which it would be entitled as the owner
          of
                    sponsored ADRs.      

                    FOREIGN SECURITIES  

                         A Fund may invest in debt securities of foreign
          issuers,
                    including non-U.S. dollar-denominated debt securities,
          Eurodollar
                    securities and debt securities issued, assumed or
          guaranteed by
                    foreign governments or political subdivisions or the
                    instrumentalities thereof.  Investors should consider
          carefully
                    the substantial risks involved in investing in
          securities issued
                    by companies and governments of foreign nations, which
          are in
                    addition to the usual risks inherent in the domestic
          investments. 
                    Although a Fund intends to invest only in nations that
          IMI
                    considers to have relatively stable and friendly
          governments,
                    there is the possibility of expropriation,
          nationalization or
                    confiscatory taxation, taxation of income earned in a
          foreign













                    country and other foreign taxes, foreign exchange
          controls (which
                    may include suspension of the ability to transfer
          currency from a
                    given country), default in foreign government
          securities,
                    political or social instability or diplomatic
          developments which
                    could affect investments in securities of issuers in
          those
                    nations.  In addition, in many countries there is less
          publicly
                    available information about issuers than is available
          in reports
                    about companies in the United States.  For example,
          ownership of
                    unsponsored ADRs may not entitle the owner to financial
          or other
                    reports from the issuer to which it might otherwise be
          entitled
                    as the owner of a sponsored ADR.  Moreover, foreign
          companies are
                    not generally subject to uniform accounting, auditing
          and
                    financial reporting standards, and auditing practices
          and
                    requirements may not be comparable to those applicable
          to U.S.












                    companies.  In many foreign countries, there is less
          government
                    supervision and regulation of business and industry
          practices,
                    stock exchanges, brokers and listed companies than in
          the United
                    States.  Foreign securities transactions may be subject
          to higher
                    brokerage costs than domestic securities transactions. 
          The
                    foreign securities markets of many of the countries in
          which a
                    Fund may invest may also be smaller, less liquid and
          subject to












                    greater price volatility than those in the United
          States. 
                    Further, a Fund may encounter difficulties or be unable
          to pursue
                    legal remedies and obtain judgment in foreign
          courts.    

                    INVESTING IN EMERGING MARKETS

                         Investors should recognize that investing in
          foreign
                    securities involves certain special considerations,
          including
                    those set forth below, that are not typically
          associated with
                    investing in United States securities and that may
          affect a
                    Fund's performance favorably or unfavorably.  (See also
          "Foreign
                    Securities" under the caption "Risk Factors and
          Investment
                    Techniques" in the Prospectus.)    

                         Foreign stock markets have different clearance and
                    settlement procedures and in certain markets there have
          been
                    times when settlements have been unable to keep pace
          with the
                    volume of securities transactions, making it difficult
          to conduct
                    such transactions.  Delays in settlement could result
          in
                    temporary periods when assets of a Fund are uninvested
          and no
                    return is earned thereon.  The inability of a Fund to
          make
                    intended security purchases due to settlement problems
          could
                    cause that Fund to miss attractive investment
          opportunities. 
                    Further, the inability to dispose of portfolio
          securities due to
                    settlement problems could result either in losses to a
          Fund
                    because of subsequent declines in the value of the
          portfolio
                    security or, if a Fund has entered into a contract to
          sell the
                    security, in possible liability to the purchaser. 
          Fixed
                    commissions on some foreign securities exchanges are
          generally
                    higher than negotiated commissions on U.S. exchanges,
          although












                    IMI will endeavor to achieve the most favorable net
          results on a
                    Fund's portfolio transactions.  In addition, a Fund may
          encounter
                    difficulties or be unable to pursue legal remedies and
          obtain
                    judgment in foreign courts.  It may be more difficult
          for a
                    Fund's agents to keep currently informed about
          corporate actions
                    such as stock dividends or other matters that may
          affect the
                    prices of portfolio securities.  Communications between
          the
                    United States and foreign countries may be less
          reliable than
                    within the United States, thus increasing the risk of
          delayed
                    settlements of portfolio transactions or loss of
          certificates for
                    portfolio securities.  Moreover, individual foreign
          economies may
                    differ favorably or unfavorably from the United States
          economy in
                    such respects as growth of gross national product, rate
          of
                    inflation, capital reinvestment, resource
          self-sufficiency and
                    balance of payments position.  IMI seeks to mitigate
          the risks to
                    a Fund associated with the foregoing considerations
          through
                    investment variation and continuous professional
          management.    












                         Investments in companies domiciled in developing
          countries
                    may be subject to potentially higher risks than
          investments in
                    developed countries.  These risks include (i) less
          social,
                    political and economic stability; (ii) the small
          current size of












                    the markets for such securities and the currently low
          or
                    nonexistent volume of trading, which result in a lack
          of
                    liquidity and in greater price volatility; (iii)
          certain national
                    policies that may restrict a Fund's investment
          opportunities,
                    including restrictions on investment in issuers or
          industries
                    deemed sensitive to national interests; (iv) foreign
          taxation;
                    (v) the absence of developed structures governing
          private or
                    foreign investment or allowing for judicial redress for
          injury to
                    private property; (vi) the absence, until relatively
          recently in
                    certain Eastern European countries, of a capital market
          structure
                    or market-oriented economy; (vii) the possibility that
          recent
                    favorable economic developments in Eastern Europe may
          be slowed
                    or reversed by unanticipated political or social events
          in such
                    countries; and (viii) the possibility that currency
          devaluations
                    could adversely affect the value of a Fund's
          investments.    

                         Despite the dissolution of the Soviet Union, the
          Communist
                    Party may continue to exercise a significant role in
          certain
                    Eastern European countries.  To the extent of the
          Communist
                    Party's influence, investments in such countries will
          involve
                    risks of nationalization, expropriation and
          confiscatory
                    taxation.  The communist governments of a number of
          Eastern
                    European countries expropriated large amounts of
          private property
                    in the past, in many cases without adequate
          compensation, and
                    there can be no assurance that such expropriation will
          not occur
                    in the future.  In the event of such expropriation, a
          Fund could
                    lose a substantial portion of any investments it has
          made in the













                    affected countries.  Further, few (if any) accounting
          standards
                    exist in Eastern European countries.  Finally, even
          though
                    certain Eastern European currencies may be convertible
          into U.S.
                    dollars, the conversion rates may be artificial in
          relation to
                    the actual market values and may be adverse to a Fund's
                    Shareholders.    

                         Certain Eastern European countries that do not
          have market
                    economies are characterized by an absence of developed
          legal
                    structures governing private and foreign investments
          and private
                    property.  In addition, certain countries require
          governmental
                    approval prior to investments by foreign persons, or
          limit the
                    amount of investment by foreign persons in a particular
          company,
                    or limit the investment of foreign persons to only a
          specific
                    class of securities of a company that may have less
          advantageous
                    terms than securities of the company available for
          purchase by
                    nationals.    

                         Authoritarian governments in certain Eastern
          European
                    countries may require that a governmental or
          quasi-governmental
                    authority act as custodian of a Fund's assets invested
          in such
                    country.  To the extent such governmental or
          quasi-governmental
                    authorities do not satisfy the requirements of the
          Investment

























                    Company Act of 1940, as amended (the "1940 Act"), to
          act as
                    foreign custodians of a Fund's cash and securities,
          that Fund's
                    investment in such countries may be limited or may be
          required to
                    be effected through intermediaries.  The risk of loss
          through
                    governmental confiscation may be increased in such
          countries.    

                    FORWARD FOREIGN CURRENCY CONTRACTS

                         A Fund may enter into forward foreign currency
          contracts (a
                    "forward contract").  A forward contract is an
          obligation to
                    purchase or sell a specific currency for an agreed
          price at a
                    future date (usually less than a year), which is
          individually
                    negotiated and privately traded by currency traders and
          their
                    customers.  A forward contract generally has no deposit
                    requirement, and no commissions are charged at any
          stage for
                    trades.  Although foreign exchange dealers do not
          charge a fee
                    for commissions, they do realize a profit based on the
          difference
                    between the price at which they are buying and selling
          various
                    currencies.  Although these contracts are intended to
          minimize
                    the risk of loss due to a decline in the value of the
          hedged
                    currencies, at the same time, they tend to limit any
          potential
                    gain which might result should the value of such
          currencies
                    increase.    

                         While a Fund may enter into forward contracts to
          reduce
                    currency exchange risks, changes in currency exchange
          rates may
                    result in poorer overall performance for a Fund than if
          it had
                    not engaged in such transactions.  Moreover, there may
          be an
                    imperfect correlation between a Fund's portfolio
          holdings of
                    securities denominated in a particular currency and
          forward












                    contracts entered into by that Fund.  Such imperfect
          correlation
                    may prevent the particular Fund from achieving the
          intended hedge
                    or expose the Fund to the risk of currency exchange
          loss.    

                         A Fund will not enter into forward contracts or
          maintain a
                    net exposure to such contracts where the consummation
          of the
                    contracts would obligate that Fund to deliver an amount
          of
                    currency in excess of the value of that Fund's
          portfolio securi-
                    ties or other assets denominated in that currency. 
          Further, a
                    Fund generally will not enter into a forward contract
          with a term
                    of greater than one year.    

                         A Fund will hold cash, U.S. Government securities,
          or other
                    high grade debt securities in a segregated account with
          its
                    Custodian in an amount equal (on a daily
          marked-to-market basis)
                    to the amount of the commitments under these contracts. 
          At the
                    maturity of a forward contract, a Fund may either
          accept or make
                    delivery of the currency specified in the contract, or,
          prior to
                    maturity, enter into a closing purchase transaction
          involving the
                    purchase or sale of an offsetting contract.  Closing
          purchase
                    transactions with respect to forward contracts are
          usually
                    effected with the currency trader who is a party to the
          original
                    forward contract.    
























                    FOREIGN CURRENCIES

                         Investment in foreign securities usually will
          involve
                    currencies of foreign countries.  Moreover, a Fund may
                    temporarily hold funds in bank deposits in foreign
          currencies
                    during the completion of investment programs and may
          purchase
                    forward contracts.  Because of these factors, the value
          of the
                    assets of a Fund as measured in U.S. dollars may be
          affected
                    favorably or unfavorably by changes in foreign currency
          exchange
                    rates and exchange control regulations, and the Fund
          may incur
                    costs in connection with conversions between various
          currencies. 
                    Although a Fund's custodian values the Fund's assets
          daily in
                    terms of U.S. dollars, a Fund does not intend to
          convert its
                    holdings of foreign currencies into U.S. dollars on a
          daily
                    basis.  A Fund may do so from time to time, and
          investors should
                    be aware of the costs of currency conversion.  Although
          foreign
                    exchange dealers do not charge a fee for conversion,
          they do
                    realize a profit based on the difference (the "spread")
          between
                    the prices at which they are buying and selling various
                    currencies.  Thus, a dealer may offer to sell a foreign
          currency
                    to a Fund at one rate, while offering a lesser rate of
          exchange
                    should the Fund desire to resell that currency to the
          dealer.  A
                    Fund will conduct its foreign currency exchange
          transactions
                    either on a spot (i.e., cash) basis at the spot rate
          prevailing
                    in the foreign currency exchange market, or through
          entering into
                    forward contracts to purchase or sell foreign
          currencies.      

                         Because a Fund normally will be invested in both
          U.S. and
                    foreign securities markets, changes in the Fund's share
          price may













                    have a low correlation with movements in the U.S.
          markets.  A
                    Fund's share price will reflect the movements of both
          the
                    different stock and bond markets in which it is
          invested and of
                    the currencies in which the investments are
          denominated; the
                    strength or weakness of the U.S. dollar against foreign
                    currencies may account for part of a Fund's investment
                    performance.  U.S. and foreign securities markets do
          not always
                    move in step with each other, and the total returns
          from
                    different markets may vary significantly.    

                    BORROWING

                         All borrowings will be repaid before any
          additional
                    investments are made.  Borrowing may exaggerate the
          effect on a
                    Fund's net asset value of any increase or decrease in
          the value
                    of the Fund's portfolio securities.  Money borrowed
          will be
                    subject to interest costs (which may include commitment
          fees
                    and/or the cost of maintaining minimum average
          balances). 
                    Although the principal of a Fund's borrowings will be
          fixed, the
                    Fund's assets may change in value during the time a
          borrowing is
                    outstanding, thus increasing exposure to capital
          risk.    

                    FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES














                         A Fund may purchase securities on a firm
          commitment or when-












                    issued basis.  New issues of certain debt securities
          are often
                    offered on a when-issued basis; that is, the payment
          obligation
                    and the interest rate are fixed at the time the buyer
          enters into
                    the commitment, but delivery and payment for the
          securities
                    normally take place after the date of the commitment to
          purchase. 
                    Firm commitment agreements call for the purchase of
          securities at
                    an agreed-upon price on a specified future date.  The
                    transactions are entered into in order to secure what
          is
                    considered to be an advantageous price and yield to a
          Fund and
                    not for purposes of leveraging the Fund's assets. A
          Fund will
                    maintain in a segregated account with its custodian
          cash, U.S.
                    Government securities, or other high grade debt
          securities equal
                    (on a daily marked-to-market basis) to the amount of
          its
                    commitment to purchase the securities on a when-issued
          or firm
                    commitment basis.    

                    LOANS OF PORTFOLIO SECURITIES

                         A Fund may lend its investment securities to
          brokers,
                    dealers and financial institutions for the purpose of
          realizing
                    additional income.  Loans of securities by a Fund will
          be
                    collateralized by cash, letters of credit, or
          securities issued
                    or guaranteed by the U.S Government or its agencies or
                    instrumentalities.  The collateral will equal (on a
          daily marked-
                    to-market basis) at least 100% of the current market
          value of the
                    loaned securities.  The risks in lending portfolio
          securities, as
                    with other extensions of credit, involve a possible
          loss of
                    rights in the collateral should the borrower fail
          financially. 
                    In determining whether to lend securities, IMI will
          consider all
                    relevant facts and circumstances, including the
          creditworthiness












                    of the borrower.    

                    RESTRICTED AND ILLIQUID SECURITIES

                         Issuers of restricted securities may not be
          subject to the
                    disclosure and other investor protection requirements
          that would
                    be applicable if their securities were publicly traded.

                    Restricted securities may be sold only in privately
          negotiated
                    transactions or in a public offering with respect to
          which a
                    registration statement is in effect under the
          Securities Act of
                    1933.  Where a registration statement is required, a
          Fund may be
                    required to bear all or part of the registration
          expenses.  There
                    may be a lapse of time between a Fund's decision to
          sell a
                    restricted or illiquid security and the point at which
          the Fund
                    is permitted or able to sell such security.  If, during
          such a
                    period, adverse market conditions were to develop, a
          Fund might
                    obtain a price less favorable than the price that
          prevailed when
                    it decided to sell.  Since it is not possible to
          predict with
                    assurance that the market for securities eligible for
          resale
                    under Rule 144A will continue to be liquid, a Fund may
          carefully
                    monitor each of its investments in these securities,
          focussing on
                    such important factors, among others, as valuation,
          liquidity and
                    availability of information.  This investment practice
          could have
























                    the effect of increasing the level of illiquidity in a
          Fund to
                    the extent that qualified institutional buyers become,
          for a
                    time, uninterested in purchasing these restricted
          securities.    

                    REAL ESTATE INVESTMENT TRUSTS (REITS)

                         A Fund may invest in equity real estate investment
          trusts
                    ("REITs").  Equity REITs are dependent upon management
          skill, may
                    not be diversified and are subject to the risks of
          financing
                    projects. Such trusts are also subject to heavy cash
          flow
                    dependency, defaults by borrowers, self-liquidation and
          the
                    possibility of failing to qualify for tax-free
          pass-through of
                    income under the Internal Revenue Code of 1986, as
          amended (the
                    "Code") and to maintain exemption from the 1940 Act. 
          Changes in
                    interest rates may also affect the value of the debt
          securities
                    in a Fund's portfolio.  By investing in REITs
          indirectly through
                    a fund, a shareholder will bear not only his or her
          proportionate
                    share of the expenses of the Fund, but also,
          indirectly, similar
                    expenses of the REITs.    

                    OPTIONS TRANSACTIONS

                         GENERAL.   A Fund may engage in transactions in
          options on
                    securities and stock indices in accordance with the
          Fund's stated
                    investment objective and policies.  A Fund may also
          purchase put
                    options on securities and may purchase and sell (write)
          put and
                    call options on stock indices.  Options on securities
          and stock
                    indices purchased or written by a Fund will be limited
          to options
                    traded on national securities exchanges, boards of
          trade or
                    similar entities, or in the OTC markets.    














                         A call option is a short-term contract (having a
          duration of
                    less than one year) pursuant to which the purchaser, in
          return
                    for the premium paid, has the right to buy the security
                    underlying the option at the specified exercise price
          at any time
                    during the term of the option.  The writer of the call
          option,
                    who receives the premium, has the obligation, upon
          exercise of
                    the option, to deliver the underlying security against
          payment of
                    the exercise price.  A put option is a similar contract
          pursuant
                    to which the purchaser, in return for the premium paid,
          has the
                    right to sell the security underlying the option at the
          specified
                    exercise price at any time during the term of the
          option.  The
                    writer of the put option, who receives the premium, has
          the
                    obligation, upon exercise of the option, to buy the
          underlying
                    security at the exercise price.  The premium paid by
          the
                    purchaser of an option will reflect, among other
          things, the
                    relationship of the exercise price to the market price
          and
                    volatility of the underlying security, the time
          remaining to
                    expiration of the option, supply and demand, and
          interest
                    rates.    

                         If the writer of an option wishes to terminate the
                    obligation, the writer may effect a "closing purchase
                    transaction."  This is accomplished by buying an option
          of the

























                    same series as the option previously written.  The
          effect of the
                    purchase is that the writer's position will be
          cancelled by the
                    Options Clearing Corporation.  However, a writer may
          not effect a
                    closing purchase transaction after it has been notified
          of the
                    exercise of an option.  Likewise, an investor who is
          the holder
                    of an option may liquidate his or her position by
          effecting a
                    "closing sale transaction."  This is accomplished by
          selling an
                    option of the same series as the option previously
          purchased. 
                    There is no guarantee that either a closing purchase or
          a closing
                    sale transaction can be effected at any particular time
          or at any
                    acceptable price.  If any call or put option is not
          exercised or
                    sold, it will become worthless on its expiration
          date.    

                         A Fund will realize a gain (or a loss) on a
          closing purchase
                    transaction with respect to a call or a put previously
          written by
                    the Fund if the premium, plus commission costs, paid by
          the Fund
                    to purchase the call or the put is less (or greater)
          than the
                    premium, less commission costs, received by the Fund on
          the sale
                    of the call or the put.  A gain also will be realized
          if a call
                    or a put that a Fund has written lapses unexercised,
          because the
                    Fund would retain the premium.  Any such gains (or
          losses) are
                    considered short-term capital gains (or losses) for
          Federal
                    income tax purposes.  Net short-term capital gains,
          when
                    distributed by a Fund, are taxable as ordinary income. 
          See
                    "Taxation."    

                         A Fund will realize a gain (or a loss) on a
          closing sale
                    transaction with respect to a call or a put previously
          purchased













                    by the Fund if the premium, less commission costs,
          received by
                    the Fund on the sale of the call or the put is greater
          (or less)
                    than the premium, plus commission costs, paid by the
          Fund to
                    purchase the call or the put.  If a put or a call
          expires
                    unexercised, it will become worthless on the expiration
          date, and
                    a Fund will realize a loss in the amount of the premium
          paid,
                    plus commission costs.  Any such gain or loss will be
          long-term
                    or short-term gain or loss, depending upon a Fund's
          holding
                    period for the option.    

                         Exchange-traded options generally have
          standardized terms
                    and are issued by a regulated clearing organization
          (such as the
                    Options Clearing Corporation), which, in effect,
          guarantees the
                    completion of every exchange-traded option transaction. 
          In
                    contrast, the terms of OTC options are negotiated by a
          Fund and
                    its counterparty (usually a securities dealer or a
          financial
                    institution) with no clearing organization guarantee. 
          When a
                    Fund purchases an OTC option, it relies on the party
          from whom it
                    has purchased the option (the "counterparty") to make
          delivery of
                    the instrument underlying the option.  If the
          counterparty fails
                    to do so, a Fund will lose any premium paid for the
          option, as
                    well as any expected benefit of the transaction. 
          Accordingly,
                    IMI will assess the creditworthiness of each
          counterparty to
                    determine the likelihood that the terms of the OTC
          option will be
                    satisfied.    
























                         WRITING OPTIONS ON INDIVIDUAL SECURITIES.  A Fund
          may write
                    (sell) covered call options on the Fund's securities in
          an
                    attempt to realize a greater current return than would
          be
                    realized on the securities alone.  A Fund may also
          write covered
                    call options to hedge a possible stock or bond market
          decline
                    (only to the extent of the premium paid to the Fund for
          the
                    options).  In view of the investment objectives of a
          Fund, the
                    Fund generally would write call options only in
          circumstances
                    where the investment adviser to the Fund does not
          anticipate
                    significant appreciation of the underlying security in
          the near
                    future or has otherwise determined to dispose of the
                    security.    

                         A Fund may write covered call options as described
          in the
                    Fund's Prospectus.  A "covered" call option means
          generally that
                    so long as the Fund is obligated as the writer of a
          call option,
                    the Fund will (i) own the underlying securities subject
          to the
                    option, or (ii) have the right to acquire the
          underlying
                    securities through immediate conversion or exchange of
                    convertible preferred stocks or convertible debt
          securities owned
                    by the Fund.  Although a Fund receives premium income
          from these
                    activities, any appreciation realized on an underlying
          security
                    will be limited by the terms of the call option.  A
          Fund may
                    purchase call options on individual securities only to
          effect a
                    "closing purchase transaction."    

                         As the writer of a call option, a Fund receives a
          premium













                    for undertaking the obligation to sell the underlying
          security at
                    a fixed price during the option period, if the option
          is
                    exercised.  So long as a Fund remains obligated as a
          writer of a
                    call option, it forgoes the opportunity to profit from
          increases
                    in the market price of the underlying security above
          the exercise
                    price of the option, except insofar as the premium
          represents
                    such a profit (and retains the risk of loss should the
          value of
                    the underlying security decline).    

                         PURCHASING OPTIONS ON INDIVIDUAL SECURITIES.  A
          Fund may
                    purchase a put option on an underlying security owned
          by the Fund
                    as a defensive technique in order to protect against an
                    anticipated decline in the value of the security.  A
          Fund, as the
                    holder of the put option, may sell the underlying
          security at the
                    exercise price regardless of any decline in its market
          price.  In
                    order for a put option to be profitable, the market
          price of the
                    underlying security must decline sufficiently below the
          exercise
                    price to cover the premium and transaction costs that a
          Fund must
                    pay.  These costs will reduce any profit a Fund might
          have
                    realized had it sold the underlying security instead of
          buying
                    the put option.  The premium paid for the put option
          would reduce
                    any capital gain otherwise available for distribution
          when the
                    security is eventually sold.  The purchase of put
          options will
                    not be used by a Fund for leverage purposes.    

                         A Fund may also purchase a put option on an
          underlying
                    security that it owns and at the same time write a call
          option on























                    the same security with the same exercise price and
          expiration
                    date.  Depending on whether the underlying security
          appreciates
                    or depreciates in value, a Fund would sell the
          underlying
                    security for the exercise price either upon exercise of
          the call
                    option written by it or by exercising the put option
          held by it. 
                    A Fund would enter into such transactions in order to
          profit from
                    the difference between the premium received by the Fund
          for the
                    writing of the call option and the premium paid by the
          Fund for
                    the purchase of the put option, thereby increasing the
          Fund's
                    current return.    

                         A Fund will purchase put options only to the
          extent
                    permitted by the policies of state securities
          authorities in
                    states where shares of the Fund are qualified for offer
          and sale. 
                    Such authorities may impose further limitations on the
          ability of
                    a Fund to purchase options.  A Fund may write (sell)
          put options
                    on individual securities only to effect a "closing sale
                    transaction."    

                         PURCHASING AND WRITING OPTIONS ON SECURITIES
          INDICES.  A
                    Fund may purchase and sell (write) put and call options
          on
                    securities indices.  An index assigns relative values
          to the
                    securities included in the index and the index
          fluctuates with
                    changes in the market values of the securities so
          included. 
                    Options on indices are similar to options on individual
                    securities, except that, rather than giving the
          purchaser the
                    right to take delivery of an individual security at a
          specified












                    price, they give the purchaser the right to receive
          cash.  The
                    amount of cash is equal to the difference between the
          closing
                    price of the index and the exercise price of the
          option,
                    expressed in dollars, times a specified multiple (the
                    "multiplier").  The writer of the option is obligated,
          in return
                    for the premium received, to make delivery of this
          amount.    

                         The multiplier for an index option performs a
          function
                    similar to the unit of trading for a stock option.  It
          determines
                    the total dollar value per contract of each point in
          the
                    difference between the exercise price of an option and
          the
                    current level of the underlying index.  A multiplier of
          100 means
                    that a one-point difference will yield $100.  Options
          on
                    different indices have different multipliers.    

                         When a Fund writes a call or put option on a stock
          index,
                    the option is "covered", in the case of a call, or
          "secured", in
                    the case of a put, if the Fund maintains in a
          segregated account
                    with the Custodian cash, U.S. Government securities or
          other
                    high-grade debt securities equal to the contract value. 
          A call
                    option is also covered if a Fund holds a call on the
          same index
                    as the call written where the exercise price of the
          call held is
                    (i) equal to or less than the exercise price of the
          call written
                    or (ii) greater than the exercise price of the call
          written,
                    provided that the Fund maintains in a segregated
          account with the
                    Custodian the difference in cash, U.S. Government
          securities or
                    other high-grade debt securities.  A put option is also
          "secured"























                    if a Fund holds a put on the same index as the put
          written where
                    the exercise price of the put held is (i) equal to or
          greater
                    than the exercise price of the put written or (ii) less
          than the
                    exercise price of the put written, provided that the
          Fund
                    maintains in a segregated account with the Custodian
          the
                    difference in cash, U.S. Government securities or other
          high-
                    grade debt securities.    

                         RISKS OF OPTIONS TRANSACTIONS.  The purchase and
          writing of
                    options involves certain risks.  During the option
          period, the
                    covered call writer has, in return for the premium on
          the option,
                    given up the opportunity to profit from a price
          increase in the
                    underlying securities above the exercise price, but, as
          long as
                    its obligation as a writer continues, has retained the
          risk of
                    loss should the price of the underlying security
          decline.  The
                    writer of an option has no control over the time when
          it may be
                    required to fulfill its obligation as a writer of the
          option. 
                    Once an option writer has received an exercise notice,
          it cannot
                    effect a closing purchase transaction in order to
          terminate its
                    obligation under the option and must deliver the
          underlying
                    securities (or cash in the case of an index option) at
          the
                    exercise price.  If a put or call option purchased by a
          Fund is
                    not sold when it has remaining value, and if the market
          price of
                    the underlying security (or index), in the case of a
          put, remains













                    equal to or greater than the exercise price or, in the
          case of a
                    call, remains less than or equal to the exercise price,
          a Fund
                    will lose its entire investment in the option.  Also,
          where a put
                    or call option on a particular security (or index) is
          purchased
                    to hedge against price movements in a related security
          (or
                    securities), the price of the put or call option may
          move more or
                    less than the price of the related security (or
          securities).  In
                    this regard, there are differences between the
          securities and
                    options markets that could result in an imperfect
          correlation
                    between these markets, causing a given transaction not
          to achieve
                    its objective.    

                         There can be no assurance that a liquid market
          will exist
                    when a Fund seeks to close out an option position. 
          Furthermore,
                    if trading restrictions or suspensions are imposed on
          the options
                    markets, a Fund may be unable to close out a position. 
          Finally,
                    trading could be interrupted, for example, because of
          supply and
                    demand imbalances arising from a lack of either buyers
          or
                    sellers, or the options exchange could suspend trading
          after the
                    price has risen or fallen more than the maximum amount
          specified
                    by the exchange.  Closing transactions can be made for
          OTC
                    options only by negotiating directly with the
          counterparty or by
                    a transaction in the secondary market, if any such
          market exists. 
                    There is no assurance that a Fund will be able to close
          out an
                    OTC option position at a favorable price prior to its
          expiration. 
                    In the event of insolvency of the counterparty, a Fund
          might be
                    unable to close out an OTC option position at any time
          prior to
                    its expiration.  Although a Fund may be able to offset
          to some












                    extent any adverse effects of being unable to liquidate
          an option













                    position, the Fund may experience losses in some cases
          as a
                    result of such inability.    

                         A Fund's options activities also may have an
          impact upon the
                    level of its portfolio turnover and brokerage
          commissions.  See
                    "Portfolio Turnover."    

                         A Fund's success in using options techniques
          depends, among
                    other things, on IMI's ability to predict accurately
          the
                    direction and volatility of price movements in the
          options
                    markets as well as the securities markets and on IMI's
          ability to
                    select the proper type, time and duration of
          options.    

                    FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

                         GENERAL.  A Fund may enter into futures contracts
          and
                    options on futures contracts.  When a purchase or sale
          of a
                    futures contract is made by a Fund, that Fund is
          required to
                    deposit with its custodian (or broker, if legally
          permitted) a
                    specified amount of cash or U.S. Government securities
          ("initial
                    margin").  The margin required for a futures contract
          is set by
                    the exchange on which the contract is traded and may be
          modified
                    during the term of the contract.  The initial margin is
          in the












                    nature of a performance bond or good faith deposit on
          the futures
                    contract which is returned to the particular Fund upon
                    termination of the contract, assuming all contractual
          obligations
                    have been satisfied.  A futures contract held by a Fund
          is valued
                    daily at the official settlement price of the exchange
          on which
                    it is traded.  Each day a Fund pays or receives cash,
          called
                    "variation margin," equal to the daily change in value
          of the
                    futures contract.   This process is known as "marking
          to market." 
                    Variation margin does not represent a borrowing or loan
          by a Fund
                    but is instead a settlement between that Fund and the
          broker of
                    the amount one would owe the other if the futures
          contract
                    expired.  In computing daily net asset value, a Fund
          will mark-
                    to-market its open futures position.    

                         A Fund is also required to deposit and maintain
          margin with
                    respect to put and call options on futures contracts
          written by
                    it.  Such margin deposits will vary depending on the
          nature of
                    the underlying futures contract (and the related
          initial margin
                    requirements), the current market value of the option,
          and other
                    futures positions held by a Fund.    

                         Although some futures contracts call for making or
          taking
                    delivery of the underlying securities, generally these
                    obligations are closed out prior to delivery of
          offsetting
                    purchases or sales of matching futures contracts (same
          exchange,
                    underlying security or index, and delivery month).  If
          an
                    offsetting purchase price is less than the original
          sale price, a
                    Fund generally realizes a capital gain, or if it is
          more, the
                    Fund generally realizes a capital loss.  Conversely, if
          an
                    offsetting sale price is more than the original
          purchase price, a












                    Fund generally realizes a capital gain, or if it is
          less, the












                    Fund generally realizes a capital loss.  The
          transaction costs
                    must also be included in these calculations.    

                         When purchasing a futures contract, a Fund will
          maintain
                    with its Custodian (and mark-to-market on a daily
          basis) cash,
                    U.S. Government securities, or other high grade debt
          securities
                    that, when added to the amounts deposited with a
          futures
                    commission merchant ("FCM") as margin, are equal to the
          market
                    value of the futures contract.  Alternatively, a Fund
          may "cover"
                    its position by purchasing a put option on the same
          futures
                    contract with a strike price as high as or higher than
          the price
                    of the contract held by the Fund.    

                         When selling a futures contact, a Fund will
          maintain with
                    its custodian (and mark-to-market on a daily basis)
          liquid assets
                    that, when added to the amounts deposited with an FCM
          as margin,
                    are equal to the market value of the instruments
          underlying the
                    contract.  Alternatively, a Fund may "cover" its
          position by
                    owning the instruments underlying the contract (or, in
          the case
                    of an index futures contract, a portfolio with a
          volatility
                    substantially similar to that of the index on which the
          futures
                    contract is based), or by holding a call option
          permitting the












                    Fund to purchase the same futures contract at a price
          no higher
                    than the price of the contract written by that Fund (or
          at a
                    higher price if the difference is maintained in liquid
          assets
                    with the Fund's custodian).    

                         When selling a call option on a futures contract,
          a Fund
                    will maintain with its custodian (and mark-to-market on
          a daily
                    basis) cash, U.S. Government securities, or other high
          grade debt
                    securities that, when added to the amounts deposited
          with an FCM
                    as margin, equal the total market value of the futures
          contract
                    underlying the call option.  Alternatively, a Fund may
          cover its
                    position by entering into a long position in the same
          futures
                    contract at a price no higher than the strike price of
          the call
                    option, by owning the instruments underlying the
          futures
                    contract, or by holding a separate call option
          permitting the
                    Fund to purchase the same futures contract at a price
          not higher
                    than the strike price of the call option sold by that
          Fund.    

                         When selling a put option on a futures contract, a
          Fund will
                    maintain with its custodian (and mark-to-market on a
          daily basis)
                    cash, U.S. Government securities, or other highly
          liquid debt
                    securities that equal the purchase price of the futures
          contract
                    less any margin on deposit.  Alternatively, a Fund may
          cover the
                    position either by entering into a short position in
          the same
                    futures contract, or by owning a separate put option
          permitting
                    it to sell the same futures contract so long as the
          strike price
                    of the purchased put option is the same or higher than
          the strike
                    price of the put option sold by the Fund.    














                         The requirements for qualification as a regulated
          investment
                    company also may limit the extent to which a Fund may
          enter into
                    futures and futures options.    












                         INTEREST RATE FUTURES CONTRACTS.  A Fund may
          engage in
                    interest rate futures contracts transactions for
          hedging purposes
                    only.  An interest rate futures contract is an
          agreement between
                    parties to buy or sell a specified debt security at a
          set price
                    on a future date.  The financial instruments that
          underlie
                    interest rate futures contracts include long-term U.S.
          Treasury
                    bonds, U.S. Treasury notes, GNMA certificates, and
          three-month
                    U.S. Treasury bills.  In the case of futures contracts
          traded on
                    U.S. exchanges, the exchange itself or an affiliated
          clearing
                    corporation assumes the opposite side of each
          transaction (i.e.,
                    as buyer or seller).  A futures contract may be
          satisfied or
                    closed out by delivery or purchase, as the case may be
          in the
                    cash financial instrument or by payment of the change
          in the cash
                    value of the index.  Frequently, using futures to
          effect a
                    particular strategy instead of using the underlying or
          related
                    security will result in lower transaction costs being
                    incurred.    

                         A Fund may sell interest rate futures contracts in
          order to
                    hedge its portfolio securities whose value may be
          sensitive to












                    changes in interest rates.  In addition, a Fund could
          purchase
                    and sell these futures contracts in order to hedge its
          holdings
                    in certain common stocks (such as utilities, banks and
          savings
                    and loans) whose value may be sensitive to changes in
          interest
                    rates.  A Fund could sell interest rate futures
          contracts in
                    anticipation of or during a market decline to attempt
          to offset
                    the decrease in market value of its securities that
          might
                    otherwise result.  When a Fund is not fully invested in
                    securities, it could purchase interest rate futures in
          order to
                    gain rapid market exposure that may in part or entirely
          offset
                    increases in the cost of securities that it intends to
          purchase. 
                    As such purchases are made, an equivalent amount of
          interest rate
                    futures contracts will be terminated by offsetting
          sales.  In a
                    substantial majority of these transactions, a Fund
          would purchase
                    such securities upon termination of the futures
          position whether
                    the futures position results from the purchase of an
          interest
                    rate futures contract or the purchase of a call option
          on an
                    interest rate futures contract, but under unusual
          market
                    conditions, a futures position may be terminated
          without the
                    corresponding purchase of securities.    

                         OPTIONS ON INTEREST RATE FUTURES CONTRACTS.  For
          hedging
                    purposes, a Fund may also purchase and write put and
          call options
                    on interest rate futures contracts which are traded on
          a U.S.
                    exchange or board of trade and sell or purchase such
          options to
                    terminate an existing position.  Options on interest
          rate futures
                    give the purchaser the right (but not the obligation),
          in return
                    for the premium paid, to assume a position in an
          interest rate













                    futures contract at a specified exercise price at a
          time during
                    the period of the option.    

                         Transactions in options on interest rate futures
          would
                    enable a Fund to hedge against the possibility that
          fluctuations
                    in interest rates and other factors may result in a
          general












                    decline in prices of debt securities owned by the Fund. 
          Assuming
                    that any decline in the securities being hedged is
          accomplished
                    by a rise in interest rates, the purchase of put
          options and sale
                    of call options on the futures contracts may generate
          gains which
                    can partially offset any decline in the value of the
          particular
                    Fund's portfolio securities which have been hedged. 
          However, if
                    after a Fund purchases or sells an option on a futures
          contract,
                    the value of the securities being hedged moves in the
          opposite
                    direction from that contemplated, the Fund may
          experience losses
                    in the form of premiums on such options which would
          partially
                    offset gains the Fund would have.    

                         FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED
          OPTIONS.  A
                    Fund may engage in foreign currency futures contracts
          and related
                    options transactions for hedging purposes.  A foreign
          currency
                    futures contract provides for the future sale by one
          party and
                    purchase by another party of a specified quantity of a
          foreign












                    currency at a specified price and time.    

                         An option on a foreign currency futures contract
          gives the
                    holder the right, in return for the premium paid, to
          assume a
                    long position (call) or short position (put) in a
          futures
                    contract at a specified exercise price at any time
          during the
                    period of the option.  Upon the exercise of a call
          option, the
                    holder acquires a long position in the futures contract
          and the
                    writer is assigned the opposite short position.  In the
          case of a
                    put option, the opposite is true.    

                         A Fund may purchase call and put options on
          foreign
                    currencies as a hedge against changes in the value of
          the U.S.
                    dollar (or another currency) in relation to a foreign
          currency in
                    which portfolio securities of the Fund may be
          denominated.  A
                    call option  on a foreign currency gives the buyer the
          right to
                    buy, and a put option the right to sell, a certain
          amount of
                    foreign currency at a specified price during a fixed
          period of
                    time.  A Fund may invest in options on foreign currency
          which are
                    either listed on a domestic securities exchange or
          traded on a
                    recognized foreign exchange.    

                         In those situations where foreign currency options
          may not
                    be readily purchased (or where such options may be
          deemed
                    illiquid) in the currency in which the hedge is
          desired, the
                    hedge may be obtained by purchasing an option on a
          "surrogate"
                    currency, i.e., a currency where there is tangible
          evidence of a
                    direct correlation in the trading value of the two
          currencies.  A
                    surrogate currency's exchange rate movements parallel
          that of the
                    primary currency.  Surrogate currencies are used to
          hedge an












                    illiquid currency risk, when no liquid hedge
          instruments exist in
                    world currency markets for the primary currency.    

                         A Fund will only enter into futures contracts and
          futures
                    options which are standardized and traded on a U.S. or
          foreign
                    exchange, board of trade, or similar entity or quoted
          on an
                    automated quotation system.  A Fund will not enter into
          a futures












                    contract or purchase an option thereon if, immediately
                    thereafter, the aggregate initial margin deposits for
          futures
                    contracts held by the Fund plus premiums paid by it for
          open
                    futures option positions, less the amount by which any
          such
                    positions are "in-the-money," would exceed 5% of the
          liquidation
                    value of that Fund's portfolio (or the Fund's net asset
          value),
                    after taking into account unrealized profits and
          unrealized
                    losses on any such contracts the Fund has entered into. 
          A call
                    option is "in-the-money" if the value of the futures
          contract
                    that is the subject of the option exceeds the exercise
          price.  A
                    put option is "in the money" if the exercise price
          exceeds the
                    value of the futures contract that is the subject of
          the option. 
                    For additional information about margin deposits
          required with
                    respect to futures contracts and options thereon, see
          "Futures
                    Contracts and Options on Futures Contracts."    














                         RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. 
          There
                    are several risks associated with the use of futures
          contracts
                    and futures options as hedging techniques.  A purchase
          or sale of
                    a futures contract may result in losses in excess of
          the amount
                    invested in the futures contract.  There can be no
          guarantee that
                    there will be a correlation between price movements in
          the
                    hedging vehicle and in a Fund's portfolio securities
          being
                    hedged.  In addition, there are significant differences
          between
                    the securities and futures markets that could result in
          an
                    imperfect correlation between the markets, causing a
          given hedge
                    not to achieve its objectives.  The degree of
          imperfection of
                    correlation depends on circumstances such as variations
          in
                    speculative market demand for futures and futures
          options on
                    securities, including technical influences in futures
          trading and
                    futures options, and differences between the financial
                    instruments being hedged and the instruments underlying
          the
                    standard contracts available for trading in such
          respects as
                    interest rate levels, maturities, and creditworthiness
          of
                    issuers.  A decision as to whether, when and how to
          hedge
                    involves the exercise of skill and judgment, and even a
          well-
                    conceived hedge may be unsuccessful to some degree
          because of
                    market behavior or unexpected interest rate trends.    

                         Futures exchanges may limit the amount of
          fluctuation
                    permitted in certain futures contract prices during a
          single
                    trading day.  The daily limit establishes the maximum
          amount that
                    the price of a futures contract may vary either up or
          down from
                    the previous day's settlement price at the end of the
          current













                    trading session.  Once the daily limit has been reached
          in a
                    futures contract subject to the limit, no more trades
          may be made
                    on that day at a price beyond that limit.  The daily
          limit
                    governs only price movements during a particular
          trading day and
                    therefore does not limit potential losses because the
          limit may
                    work to prevent the liquidation of unfavorable
          positions.  For
                    example, futures prices have occasionally moved to the
          daily
                    limit for several consecutive trading days with little
          or no
                    trading, thereby preventing prompt liquidation of
          positions and













                    subjecting some holders of futures contracts to
          substantial
                    losses.    

                         There can be no assurance that a liquid market
          will exist at
                    a time when a Fund seeks to close out a futures or a
          futures
                    option position, and the Fund would remain obligated to
          meet
                    margin requirements until the position is closed.  In
          addition,
                    there can be no assurance that an active secondary
          market will
                    continue to exist.    

                         Currency futures contracts and options thereon may
          be traded
                    on foreign exchanges.  Such transactions may not be
          regulated as
                    effectively as similar transactions in the United
          States; may not













                    involve a clearing mechanism and related guarantees;
          and are
                    subject to the risk of governmental actions affecting
          trading in,
                    or the prices of, foreign securities.  The value of
          such position
                    also could be adversely affected by (i) other complex
          foreign
                    political, legal and economic factors, (ii) lesser
          availability
                    than in the United States of data on which to make
          trading
                    decisions, (iii) delays in a Fund's ability to act upon
          economic
                    events occurring in foreign markets during non business
          hours in
                    the United States, (iv) the imposition of different
          exercise and
                    settlement terms and procedures and margin requirements
          than in
                    the United States, and (v) lesser trading volume.    

                    SECURITIES INDEX FUTURES CONTRACTS

                         A Fund may enter into securities index futures
          contracts as
                    an efficient means of regulating the Fund's exposure to
          the
                    equity markets.  An index futures contract is a
          contract to buy
                    or sell units of an index at a specified future date at
          a price
                    agreed upon when the contract is made.  Entering into a
          contract
                    to buy units of an index is commonly referred to as
          purchasing a
                    contract or holding a long position in the index. 
          Entering into
                    a contract to sell units of an index is commonly
          referred to as
                    selling a contract or holding a short position.  The
          value of a
                    unit is the current value of the stock index.  For
          example, the
                    S&P 500 Index is composed of 500 selected common
          stocks, most of
                    which are listed on the New York Stock Exchange (the
          "Exchange"). 
                    The S&P 500 Index assigns relative weightings to the
          500 common
                    stocks included in the Index, and the Index fluctuates
          with
                    changes in the market values of the shares of those
          common












                    stocks.  In the case of the S&P 500 Index, contracts
          are to buy
                    or sell 500 units.  Thus, if the value of the S&P 500
          Index were
                    $150, one contract would be worth $75,000 (500 units x
          $150). 
                    The index futures contract specifies that no delivery
          of the
                    actual securities making up the index will take place. 
          Instead,
                    settlement in cash must occur upon the termination of
          the
                    contract, with the settlement being the difference
          between the
                    contract price and the actual level of the stock index
          at the
                    expiration of the contract.  For example, if a Fund
          enters into a
                    futures contract to buy 500 units of the S&P 500 Index
          at a
                    specified future date at a contract price of $150 and
          the S&P 500
                    Index is at $154 on that future date, a Fund will gain
          $2,000












                    (500 units x gain of $4).  If a Fund enters into a
          futures
                    contract to sell 500 units of the stock index at a
          specified
                    future date at a contract price of $150 and the S&P 500
          Index is
                    at $154 on that future date, the Fund will lose $2,000
          (500 units
                    x loss of $4).    

                         RISKS OF SECURITIES INDEX FUTURES.  A Fund's
          success in
                    using hedging techniques depends, among other things,
          on IMI's
                    ability to predict correctly the direction and
          volatility of
                    price movements in the futures and options markets as
          well as in












                    the securities markets and to select the proper type,
          time and
                    duration of hedges.  The skills necessary for
          successful use of
                    hedges are different from those used in the selection
          of
                    individual stocks.    

                         A Fund's ability to hedge effectively all or a
          portion of
                    its securities through transactions in index futures
          (and
                    therefore the extent of its gain or loss on such
          transactions)
                    depends on the degree to which price movements in the
          underlying
                    index correlate with price movements in the Fund's
          securities. 
                    Inasmuch as such securities will not duplicate the
          components of
                    an index, the correlation probably will not be perfect.

                    Consequently, a Fund will bear the risk that the prices
          of the
                    securities being hedged will not move in the same
          amount as the
                    hedging instrument.  This risk will increase as the
          composition
                    of a Fund's portfolio diverges from the composition of
          the
                    hedging instrument.    

                         Although a Fund intends to establish positions in
          these
                    instruments only when there appears to be an active
          market, there
                    is no assurance that a liquid market will exist at a
          time when
                    the Fund seeks to close a particular option or futures
          position. 
                    Trading could be interrupted, for example, because of
          supply and
                    demand imbalances arising from a lack of either buyers
          or
                    sellers.  In addition, the futures exchanges may
          suspend trading
                    after the price has risen or fallen more than the
          maximum amount
                    specified by the exchange.  In some cases, a Fund may
          experience
                    losses as a result of its inability to close out a
          position, and
                    it may have to liquidate other investments to meet its
          cash












                    needs.    

                         Although some index futures contracts call for
          making or
                    taking delivery of the underlying securities, generally
          these
                    obligations are closed out prior to delivery by
          offsetting
                    purchases or sales of matching futures contracts (same
          exchange,
                    underlying security or index, and delivery month).  If
          an
                    offsetting purchase price is less than the original
          sale price, a
                    Fund generally realizes a capital gain, or if it is
          more, the
                    Fund generally realizes a capital loss.  Conversely, if
          an
                    offsetting sale price is more than the original
          purchase price, a
                    Fund generally realizes a capital gain, or if it is
          less, the
                    Fund generally realizes a capital loss.  The
          transaction costs
                    must also be included in these calculations.    













                         A Fund will only enter into index futures
          contracts or
                    futures options that are standardized and traded on a
          U.S. or
                    foreign exchange or board of trade, or similar entity,
          or quoted
                    on an automated quotation system.  A Fund will use
          futures
                    contracts and related options only for "bona fide
          hedging"
                    purposes, as such term is defined in applicable
          regulations of
                    the CFTC.    

                         When purchasing an index futures contract, a Fund
          will












                    maintain with its custodian (and mark-to-market on a
          daily basis)
                    cash, U.S. Government securities, or other highly
          liquid debt
                    securities that, when added to the amounts deposited
          with a
                    futures commission merchant ("FCM") as margin, are
          equal to the
                    market value of the futures contract.  Alternatively, a
          Fund may
                    "cover" its position by purchasing a put option on the
          same
                    futures contract with a strike price as high as or
          higher than
                    the price of the contract held by a Fund.    

                         When selling an index futures contract, a Fund
          will maintain
                    with its custodian (and mark-to-market on a daily
          basis) liquid
                    assets that, when added to the amounts deposited with
          an FCM as
                    margin, are equal to the market value of the
          instruments
                    underlying the contract.  Alternatively, a Fund may
          "cover" its
                    position by owning the instruments underlying the
          contract (or,
                    in the case of an index futures contract, a portfolio
          with a
                    volatility substantially similar to that of the index
          on which
                    the futures contract is based), or by holding a call
          option
                    permitting a Fund to purchase the same futures contract
          at a
                    price no higher than the price of the contract written
          by the
                    Fund (or at a higher price if the difference is
          maintained in
                    liquid assets with the Fund's custodian).    

                         COMBINED TRANSACTIONS.  A Fund may enter into
          multiple
                    transactions, including multiple options transactions,
          multiple
                    futures transactions, multiple currency transactions
          (including
                    forward currency contracts) and multiple interest rate
                    transactions and any combination of futures, options,
          currency
                    and interest rate transactions ("component"
          transactions),













                    instead of a single transaction, as part of a single or
          combined
                    strategy when, in the opinion of IMI, it is in the best
          interests
                    of a Fund to do so.  A combined transaction will
          usually contain
                    elements of risk that are present in each of its
          component
                    transactions.  Although combined transactions are
          normally
                    entered into based on IMI's judgment that the combined
          strategies
                    will reduce risk or otherwise more effectively achieve
          the
                    desired portfolio management goal, it is possible that
          the
                    combination will instead increase such risks or hinder
                    achievement of the management objective.    

                    HIGH YIELD BONDS

                         Ivy Bond Fund, Ivy Growth Fund and Ivy Growth with
          Income
                    Fund may invest in corporate debt securities rated Baa
          or lower
                    by Moody's, BB or lower by S&P.  None of the Funds will
          invest in












                    securities that, at the time of investment, are rated
          lower than
                    C by either Moody's or S&P.  Securities rated Baa or
          BBB (and
                    comparable unrated securities) are considered by major
          credit-
                    rating organizations to have speculative elements as
          well as
                    investment-grade characteristics.  Securities rated
          lower than
                    Baa or BBB (and comparable unrated securities) are
          commonly
                    referred to as "high yield" or "junk" bonds and are
          considered to













                    be predominantly speculative with respect to the
          issuer's
                    continuing ability to meet principal and interest
          payments.  The
                    lower the ratings of corporate debt securities, the
          more their
                    risks render them like equity securities.  (See
          Appendix A for a
                    more complete description of the ratings assigned by
          Moody's and
                    S&P and their respective characteristics.)    

                         While IMI may refer to ratings issued by
          established credit
                    rating agencies, it is not IMI's policy to rely
          exclusively on
                    such ratings, but rather to supplement such ratings
          with its own
                    independent and ongoing review of credit quality.  A
          Fund's
                    achievement of its investment objective may, to the
          extent of its
                    investment in high yield bonds, be more dependent upon
          IMI's
                    credit analysis than would be the case if the Funds
          were
                    investing in higher quality bonds.  Should the rating
          of a
                    portfolio security be downgraded, IMI will determine
          whether it
                    is in the relevant Fund's best interest to retain or
          dispose of
                    the security.  However, should any individual bond held
          by a Fund
                    be downgraded below a rating of C, IMI currently
          intends to
                    dispose of such bond based on then existing market
                    conditions.    

                         The secondary market on which high yield bonds are
          traded
                    may be less liquid than the market for higher grade
          bonds.  Less
                    liquidity in the secondary trading market could
          adversely affect
                    the price at which a Fund could sell a high yield bond,
          and could
                    adversely affect and cause large fluctuations in the
          daily net
                    asset value of each the Fund's shares.  Adverse
          publicity and
                    investor perceptions, whether or not based on
          fundamental













                    analysis, may decrease the value and liquidity of high
          yield
                    bonds, especially in a thinly traded market.  When
          secondary
                    markets for high yield securities are less liquid than
          the
                    markets for higher grade securities, it may be more
          difficult to
                    value the securities because such valuation may require
          more
                    research, and elements of judgment may play a greater
          role in the
                    valuation because there is less reliable, objective
          data
                    available.    

                         Furthermore, prices for high yield bonds may be
          affected by
                    legislative and regulatory developments.  For example,
          federal
                    rules require savings and loan institutions to reduce
          gradually
                    their holdings of this type of security.  Also,
          Congress has from
                    time to time considered legislation that would restrict
          or
                    eliminate the corporate tax deduction for interest
          payments on
                    these securities and regulate corporate restructurings. 
          Such
                    legislation may significantly depress the prices of
          outstanding
                    securities of this type.    












                                         INVESTMENT RESTRICTIONS

                         A Fund's investment objective, as set forth in the
                    Prospectus under "Investment Objectives and Policies,"
          and the
                    investment restrictions set forth below are fundamental
          policies
                    of the Fund and may not be changed with respect to that
          Fund












                    without the approval of a majority (as defined in the
          1940 Act)
                    of the outstanding voting shares of that Fund.  Under
          these
                    restrictions, each of Ivy Emerging Growth Fund, Ivy
          Growth Fund
                    and Ivy Growth with Income Fund may not:

                            (i)    purchase or sell real estate or
          commodities and
                                   commodity contracts;

                           (ii)    purchase securities on margin;

                          (iii)    sell securities short;

                           (iv)    participate in an underwriting or
          selling group in
                                   connection with the public distribution
          of
                                   securities except for its own capital
          stock;

                            (v)    purchase from or sell to any of its
          officers or
                                   trustees, or firms of which any of them
          are
                                   members or which they control, any
          securities
                                   (other than capital stock of the Fund),
          but such
                                   persons or firms may act as brokers for
          the Fund
                                   for customary commissions to the extent
          permitted
                                   by the Investment Company Act of 1940;

                           (vi)    make an investment in securities of
          companies in
                                   any one industry (except obligations of
          domestic
                                   banks or the U.S. Government, its
          agencies,
                                   authorities, or instrumentalities) if
          such
                                   investment would cause investments in
          such
                                   industry to exceed 25% of the market
          value of the
                                   Fund's total assets at the time of such
                                   investment;

                          (vii)    issue senior securities, except as
          appropriate to












                                   evidence indebtedness which it is
          permitted to
                                   incur, and except to the extent that
          shares of the
                                   separate classes or series of the Trust
          may be
                                   deemed to be senior securities; provided
          that
                                   collateral arrangements with respect to
          currency-
                                   related contracts, futures contracts,
          options or
                                   other permitted investments, including
          deposits of
                                   initial and variation margin, are not
          considered
                                   to be the issuance of senior securities
          for
                                   purposes of this restriction;

                         (viii)    lend any funds or other assets, except
          that this
                                   restriction shall not prohibit (a) the
          entry into
                                   repurchase agreement or (b) the purchase
          of












                                   publicly distributed bonds, debentures
          and other
                                   securities of a similar type, or
          privately placed
                                   municipal or corporate bonds, debentures
          and other
                                   securities of a type customarily
          purchased by
                                   institutional investors or publicly
          traded in the
                                   securities markets;

                           (ix)    borrow money, except for temporary
          purposes where
                                   investment transactions might
          advantageously












                                   require it.  Any such loan may not be
          for a period
                                   in excess of 60 days, and the aggregate
          amount of
                                   all outstanding loans may not at any
          time exceed
                                   10% of the value of the total assets of
          the Fund
                                   at the time any such loan is made.    

                         Under the 1940 Act, a Fund is permitted, subject
          to each
                    Fund's investment restrictions, to borrow money only
          from banks. 
                    The Trust has no current intention of borrowing amounts
          in excess
                    of 5% of each the Fund's assets.  Each of Ivy Emerging
          Growth
                    Fund, Ivy Growth Fund and Ivy Growth with Income Fund
          will
                    continue to interpret fundamental investment
          restriction (i)
                    above to prohibit investment in real estate limited
          partnership
                    interests; this restriction shall not, however,
          prohibit
                    investment in readily marketable securities of
          companies that
                    invest in real estate or interests therein, including
          REITs.

                    Further, as a matter of fundamental policy, each of Ivy
          Growth
                    Fund and Ivy Growth with Income Fund may not:

                            (i)    invest more than 5% of the value of its
          total
                                   assets in the securities of any one
          issuer (except
                                   obligations of domestic banks or the
          U.S.
                                   Government, its agencies, authorities
          and
                                   instrumentalities);

                           (ii)    purchase the securities of any other
          open-end
                                   investment company, except as part of a
          plan of
                                   merger or consolidation; or

                          (iii)    hold more than 10% of the voting
          securities of any













                                   one issuer (except obligations of
          domestic banks
                                   or the U.S. Government, its agencies,
          authorities
                                   and instrumentalities).

                    Further, as a matter of fundamental policy, each of Ivy
          Bond Fund
                    and Ivy Emerging Growth Fund may not:

                            (i)    purchase securities of any one issuer
          (except U.S.
                                   Government securities) if as a result
          more than 5%
                                   of the Fund's total assets would be
          invested in
                                   such issuer or the Fund would own or
          hold more
                                   than 10% of the outstanding voting
          securities of
                                   that issuer; provided, however, that up
          to 25% of













                                   the value of the Fund's total assets may
          be
                                   invested without regard to these
          limitations.

                    Further, as a matter of fundamental policy, Ivy Bond
          Fund may
                    not:

                            (i)    Make investments in securities for the
          purpose of
                                   exercising control over or management of
          the
                                   issuer; 

                           (ii)    Borrow amounts in excess of 10% of its
          total
                                   assets, taken at the lower of cost or
          market












                                   value, and then only from banks as a
          temporary
                                   measure for extraordinary or emergency
          purposes.

                          (iii)    Purchase the securities of issuers
          conducting
                                   their principal business activities in
          the same
                                   industry if immediately after such
          purchase the
                                   value of the Fund's investments in such
          industry
                                   would exceed 25% of the value of the
          total assets
                                   of the Fund;

                           (iv)    Act as an underwriter of securities;

                            (v)    Issue senior securities, except insofar
          as the
                                   Fund may be deemed to have issued a
          senior
                                   security in connection with any
          repurchase
                                   agreement or any permitted borrowing.

                           (vi)    Invest in real estate, real estate
          mortgage loans,
                                   commodities, commodity futures contracts
          or
                                   interests in oil, gas and/or mineral
          exploration
                                   or development programs, although a Fund
          may
                                   purchase and sell (a) securities which
          are secured
                                   by real estate, (b) securities of
          issuers which
                                   invest or deal in real estate, and (c)
          futures
                                   contracts as described in a Fund's
          Prospectus;

                          (vii)    Participate on a joint or a joint and
          several
                                   basis in any trading account in
          securities.  The
                                   "bunching" of orders of the Fund--or of
          the Fund
                                   and of other accounts under the
          investment
                                   management of the persons rendering
          investment












                                   advice to the Fund--for the sale or
          purchase of
                                   portfolio securities shall not be
          considered
                                   participation in a joint securities
          trading
                                   account;

                         (viii)    Purchase securities on margin, except
          such short-
                                   term credits as are necessary for the
          clearance of
                                   transactions.  The deposit or payment by
          a Fund of
                                   initial or variation margin in
          connection with
                                   futures contracts or related options
          transactions













                                   is not considered the purchase of a
          security on
                                   margin;

                           (ix)    Make loans, except that this restriction
          shall not
                                   prohibit (a) the purchase and holding of
          a portion
                                   of an issue of publicly distributed debt
                                   securities, (b) the lending of portfolio
                                   securities (provided that the loan is
          secured
                                   continuously by collateral consisting of
          U.S.
                                   Government securities or cash or cash
          equivalents
                                   maintained on daily marked-to-market
          basis in an
                                   amount at least equal to the current
          market value
                                   of the securities loaned), or (c) entry
          into













                                   repurchase agreements with banks or
          broker-
                                   dealers;

                            (x)    Mortgage, pledge, hypothecate or in any
          manner
                                   transfer, as security for indebtedness,
          any
                                   securities owned or held by the Fund
          (except as
                                   may be necessary in connection with
          permitted
                                   borrowings and then not in excess of 20%
          of the
                                   Fund's total assets); provided, however,
          this does
                                   not prohibit escrow, collateral or
          margin
                                   arrangements in connection with its use
          of
                                   options, short sales, futures contracts
          and
                                   options on future contracts; or

                           (xi)    Make short sales of securities or
          maintain a short
                                   position.    

                                         ADDITIONAL RESTRICTIONS

                         Unless otherwise indicated, each Fund has adopted
          the
                    following additional restrictions, which are not
          fundamental and
                    which may be changed without shareholder approval, to
          the extent
                    permitted by applicable law, regulation or regulatory
          policy. 
                    Under these restrictions, each Fund may not:

                           (i)     purchase any security if, as a result,
          the Fund
                                   would then have more than 5% of its
          total assets
                                   (taken at current value) invested in
          securities of
                                   companies (including predecessors) less
          than three
                                   years old.

                    Further, as a matter of non-fundamental policy, each of
          Ivy
                    Emerging Growth Fund, Ivy Growth Fund and Ivy Growth
          with Income












                    Fund may not:

                            (i)    invest in oil, gas or other mineral
          leases or
                                   exploration or development programs;

                           (ii)    engage in the purchase and sale of puts,
          calls,
                                   straddles or spreads (except to the
          extent
                                   described in the Prospectus and in this
          SAI);












                          (iii)    invest in companies for the purpose of
          exercising
                                   control of management; or

                           (iv)    invest more than 5% of its total assets
          in
                                   warrants, valued at the lower of cost or
          market,
                                   or more than 2% of its total assets in
          warrants,
                                   so valued, which are not listed on
          either the New
                                   York or American Stock Exchanges.

                    Further, as a matter of non-fundamental policy, each of
          Ivy Bond
                    Fund, Ivy Emerging Growth Fund and Ivy Growth with
          Income Fund
                    may not:

                            (i)    purchase or retain securities of any
          company if
                                   officers and Trustees of the Trust and
          officers
                                   and directors of Ivy Management, Inc.
          (the
                                   Manager, with respect to Ivy Bond Fund),
          MIMI or
                                   Mackenzie Financial Corporation who
          individually












                                   own more than 1/2 of 1% of the
          securities of that
                                   company together own beneficially more
          than 5% of
                                   such securities.

                    Further, as a matter of non-fundamental policy, each of
          Ivy
                    Growth Fund and Ivy Growth with Income Fund may not:

                            (i)    purchase any security which it is
          restricted from
                                   selling to the public without
          registration under
                                   the Securities Act of 1933; or

                           (ii)    invest more than 5% of the value of its
          total
                                   assets in the securities of issuers
          which are not
                                   readily marketable.

                    Further, as a matter of non-fundamental policy, each of
          Ivy Bond
                    Fund and Ivy Emerging Growth Fund may not:

                            (i)    invest more than 10% of its net assets
          taken at
                                   market value at the time of investment
          in
                                   "illiquid securities."  Illiquid
          securities may
                                   include securities subject to legal or
          contractual
                                   restrictions on resale (including
          private
                                   placements), repurchase agreements
          maturing in
                                   more than seven days, certain options
          traded over
                                   the counter that the Fund has purchased,
                                   securities being used to cover certain
          options
                                   that a fund has written, securities for
          which
                                   market quotations are not readily
          available, or
                                   other securities which legally or in
          IMI's
                                   opinion, subject to the Board's
          supervision, may
                                   be deemed illiquid, but shall not
          include any













                                   instrument that, due to the existence of
          a trading
                                   market, to the Fund's compliance with
          certain
                                   conditions intended to provide
          liquidity, or to
                                   other factors, is liquid.












                    Further, as a matter of non-fundamental policy, Ivy
          Emerging
                    Growth Fund may not: 

                            (i)    purchase securities of other investment
          companies,
                                   except in connection with a merger,
          consolidation
                                   or sale of assets, and except that it
          may purchase
                                   shares of other investment companies
          subject to
                                   such restrictions as may be imposed by
          the 1940
                                   Act and rules thereunder or by any state
          in which
                                   its shares are registered.

                    Further, as a matter of non-fundamental policy, Ivy
          Bond Fund may
                    not:

                            (i)    purchase or sell real estate limited
          partnership
                                   interests; or 

                           (ii)    purchase or sell interests in oil, gas
          or mineral
                                   leases (other than securities of
          companies that
                                   invest in or sponsor such programs).    

                         In addition to the above restrictions, so long as
          it remains













                    a policy of the California Department of Corporations, 
          each of
                    Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy
          Growth with
                    Income Fund may purchase and sell OTC options on stock
          indices if
                    (a) exchange-traded options are not available, (b) an
          active OTC
                    market exists that establishes pricing and liquidity,
          and (c) the
                    broker-dealers with whom each Fund enters into such
          transactions
                    have a minimum net worth of $20 million.  Moreover, so
          long as it
                    remains a restriction of the Ohio Division of
          Securities, Ivy
                    Bond Fund will treat securities eligible for resale
          under Rule
                    144A of the Securities Act of 1933 as subject to the
          Fund's
                    restriction on investing in restricted securities,
          unless the
                    Board determines that such securities are liquid. 
          Further, with
                    respect to the nonfundamental investment restrictions
          for Ivy
                    Bond Fund relating to investing in the securities of
          unseasoned
                    issuers, purchasing the securities of other investment
          companies
                    and investing in illiquid securities, the Fund will
          notify
                    shareholders 30 days before changing its investment
          policies with
                    respect to any of the investment practices described
          therein.    

                         In addition, as a matter of nonfundamental policy,
          each Fund
                    may not purchase securities of any open-end investment
          company,
                    or securities of closed-end companies, except by
          purchase in the
                    open market where no commission or profit to a sponsor
          or dealer
                    results from such purchases, or except when such
          purchase is part
                    of a merger, consolidation, reorganization or sale of
          assets, and
                    except that the Fund may purchase shares of other
          investment
                    companies subject to such restrictions as may be
          imposed by the













                    1940 Act and rules thereunder or by any state in which
          shares of
                    the Fund are registered.    

                         Whenever an investment objective, policy or
          restriction set
                    forth in the Prospectus or this SAI states a maximum
          percentage












                    of assets that may be invested in any security or other
          asset or
                    describes a policy regarding quality standards, such
          percentage
                    limitation or standard shall, unless otherwise
          indicated, apply
                    to a Fund only at the time a transaction is entered
          into. 
                    Accordingly, if a percentage limitation is adhered to
          at the time
                    of investment, a later increase or decrease in the
          percentage
                    which results from circumstances not involving any
          affirmative
                    action by a Fund, such as a change in market conditions
          or a
                    change in the Fund's asset level or other circumstances
          beyond
                    that Fund's control, will not be considered a
          violation.    

                                     ADDITIONAL RIGHTS AND PRIVILEGES

                         The Trust offers to investors, and (except as
          noted below)
                    bears the cost of providing, the following rights and
          privileges. 
                    The Trust reserves the right to amend or terminate any
          one or
                    more of such rights and privileges.  Notice of
          amendments to or
                    terminations of rights and privileges will be provided
          to
                    shareholders in accordance with applicable law.












                         Certain of the rights and privileges described
          below
                    reference other funds distributed by MIFDI, which funds
          are not
                    described in this SAI.  These funds are:  Ivy Canada
          Fund, Ivy
                    China Region Fund, Ivy Global Fund, Ivy International
          Fund, Ivy
                    Latin America Strategy Fund, Ivy New Century Fund, Ivy
                    International Bond Fund, Ivy Short-Term Bond Fund and
          Ivy Money
                    Market Fund, the other nine series of the Trust; and
          Mackenzie
                    California Municipal Fund, Mackenzie Florida Limited
          Term
                    Municipal Fund, Mackenzie Limited Term Municipal Fund,
          Mackenzie
                    National Municipal Fund and Mackenzie New York
          Municipal Fund,
                    the five series of Mackenzie Series Trust
          (collectively, with the
                    Funds, the "Ivy Mackenzie Funds").  Investors should
          obtain a
                    current prospectus before exercising any right or
          privilege that
                    may relate to these funds.    

                    AUTOMATIC INVESTMENT METHOD

                         The Automatic Investment Method is available for
          all classes
                    of shares, except Class I.  The minimum initial and
          subsequent
                    investment pursuant to this plan is $50 per month,
          except in the
                    case of a tax qualified retirement plan for which the
          minimum
                    initial and subsequent investment is $25 per month. 
          The
                    Automatic Investment Method may be discontinued at any
          time upon
                    receipt by The Mackenzie Ivy Investor Services Corp.
          ("MIISC") of
                    telephone instructions or written notice to MIISC from
          the
                    investor.  See "Automatic Investment Method" in the
          Account
                    Application.    

                    EXCHANGE OF SHARES

                         As described in the Prospectus, shareholders of
          each Fund













                    have an exchange privilege with certain other Ivy and
          Mackenzie
                    Funds.  Before effecting an exchange, shareholders of
          each Fund













                    should obtain and read the currently effective
          prospectus for the
                    Ivy or Mackenzie Fund into which the exchange is to be
          made.

                         INITIAL SALES CHARGE SHARES.  Class A shareholders
          may
                    exchange their Class A shares ("outstanding Class A
          shares") for
                    Class A shares of another Ivy or Mackenzie Fund (or for
          shares of
                    another Ivy or Mackenzie Fund that currently offers
          only a single
                    class of shares) ("new Class A Shares") on the basis of
          the
                    relative net asset value per Class A share, plus an
          amount equal
                    to the difference, if any, between the sales charge
          previously
                    paid on the outstanding Class A shares and the sales
          charge
                    payable at the time of the exchange on the new Class A
          shares. 
                    (The additional sales charge will be waived for
          outstanding
                    Class A shares that have been invested for a period of
          12 months
                    or longer.)  Class A shareholders may also exchange
          their Class A
                    shares for Class A shares of Ivy Money Market Fund (no
          initial
                    sales charge will be assessed at the time of such an
          exchange).

                         CONTINGENT DEFERRED SALES CHARGE SHARES. CLASS A: 
          Class A













                    shareholders may exchange their Class A shares that are
          subject
                    to a contingent deferred sales charge ("CDSC"), as
          described in
                    the Prospectus ("outstanding Class A shares"), for
          Class A shares
                    of another Ivy or Mackenzie Fund (or for shares of
          another Ivy or
                    Mackenzie Fund that currently offers only a single
          class of
                    shares) ("new Class A shares") on the basis of the
          relative net
                    asset value per Class A share, without the payment of
          any CDSC
                    that would otherwise be due upon the redemption of the
                    outstanding Class A shares.  Class A shareholders of a
          Fund
                    exercising the exchange privilege will continue to be
          subject to
                    that Fund's CDSC schedule (or period) following an
          exchange if
                    such schedule is higher (or such period is longer) than
          the CDSC
                    schedule (or period), if any, applicable to the new
          Class A
                    shares.

                         Class A shares of a Fund acquired through an
          exchange of
                    Class A shares of another Ivy or Mackenzie Fund subject
          to a CDSC
                    will be subject to that Fund's CDSC schedule (or
          period) if such
                    schedule is higher (or such period is longer) than the
          CDSC
                    schedule (or period) applicable to the Ivy or Mackenzie
          Fund from
                    which the exchange was made.  

                         For purposes of computing the CDSC that may be
          payable upon
                    the redemption of the new Class A shares, the holding
          period of
                    the outstanding Class A shares is "tacked" onto the
          holding
                    period of the new Class A shares.

                         CLASS B SHARES:  Class B shareholders may exchange
          their
                    Class B shares ("outstanding Class B shares") for Class
          B shares
                    of another Ivy or Mackenzie Fund ("new Class B shares")
          on the













                    basis of the relative net asset value per Class B
          share, without
                    the payment of any CDSC that would otherwise be due
          upon the
                    redemption of the outstanding Class B shares.  Class B
                    shareholders of a Fund exercising the exchange
          privilege will
                    continue to be subject to that Fund's CDSC schedule (or
          period)












                    following an exchange if such schedule is higher (or
          such period
                    is longer) than the CDSC schedule (or period)
          applicable to the
                    new Class B shares.  

                         Class B shares of a Fund acquired through an
          exchange of
                    Class B shares of another Ivy or Mackenzie Fund will be
          subject
                    to that Fund's CDSC schedule (or period) if such
          schedule is
                    higher (or such period is longer) than the CDSC
          schedule (or
                    period) applicable to the Ivy or Mackenzie Fund from
          which the
                    exchange was made.  

                         For purposes of both the conversion feature and
          computing
                    the CDSC that may be payable upon the redemption of the
          new
                    Class B shares (prior to conversion), the holding
          period of the
                    outstanding Class B shares is "tacked" onto the holding
          period of
                    the new Class B shares.

                         The following CDSC table ("Table 1") applies to
          Class B
                    shares of Ivy Global Fund, Ivy Growth Fund, Ivy Growth
          with













                    Income Fund, Ivy Emerging Growth Fund, Ivy
          International Fund,
                    Ivy China Region Fund, Ivy Latin America Strategy Fund,
          Ivy New
                    Century Fund, Ivy International Bond Fund, Ivy Bond
          Fund, Ivy
                    Canada Fund, Mackenzie California Municipal Fund,
          Mackenzie
                    National Municipal Fund, Mackenzie New York Municipal
          Fund
                    ("Table 1 Funds"):

                                                       CONTINGENT DEFERRED
          SALES
                                                       CHARGE AS A
          PERCENTAGE OF
                                                       DOLLAR AMOUNT
          SUBJECT TO
                         YEAR SINCE PURCHASE           CHARGE

                         First                                   5%
                         Second                                  4%
                         Third                                   3%
                         Fourth                                  3%
                         Fifth                                   2%
                         Sixth                                   1%
                         Seventh and thereafter                  0%

                         The following CDSC table ("Table 2") applies to
          Class B
                    shares of Ivy Short-Term Bond Fund, Mackenzie Florida
          Limited
                    Term Municipal Fund and Mackenzie Limited Term
          Municipal Fund
                    ("Table 2 Funds"):
                                                       CONTINGENT DEFERRED
          SALES
                                                       CHARGE AS A
          PERCENTAGE OF
                                                       DOLLAR AMOUNT
          SUBJECT TO
                         YEAR SINCE PURCHASE           CHARGE

                         First                                   3%
                         Second                                  2.5%
                         Third                                   2%
                         Fourth                                  1.5%
                         Fifth                                   1%
                         Sixth and thereafter                    0%























                         The CDSC schedule for Table 1 Funds is higher (and
          the
                    period is longer) than the CDSC schedule (and period)
          for Table 2
                    Funds.  

                         If a shareholder exchanges Class B shares of a
          Table 1 Fund
                    for Class B shares of a Table 2 Fund, Table 1 will
          continue to
                    apply to the Class B shares following the exchange. 
          For example,
                    an investor may decide to exchange Class B shares of a
          Table 1
                    Fund ("outstanding Class B shares") for Class B shares
          of a Table
                    2 Fund ("new Class B shares") after having held the
          outstanding
                    Class B shares for two years.  The 4% CDSC that
          generally would
                    apply to a redemption of outstanding Class B shares
          held for two
                    years would not be deducted at the time of the
          exchange.  If,
                    three years later, the investor redeems the new Class B
          shares, a
                    2% CDSC will be assessed upon the redemption because by
          "tacking"
                    the two year holding period of the outstanding Class B
          shares
                    onto the three year holding period of the new Class B
          shares, the
                    investor will be deemed to have held the new Class B
          shares for
                    five years.

                         If a shareholder exchanges Class B shares of a
          Table 2 Fund
                    for Class B shares of a Table 1 Fund, Table 1 will
          apply to the
                    Class B shares following the exchange.  For example, an
          investor
                    may decide to exchange Class B shares of a Table 2 Fund
                    ("outstanding Class B shares") for Class B shares of a
          Table 1
                    Fund ("new Class B shares") after having held the
          outstanding













                    Class B shares for two years.  The 2.5% CDSC that
          generally would
                    apply to a redemption of outstanding Class B shares
          held for two
                    years would not be deducted at the time of the
          exchange.  If,
                    three years later, the investor redeems the new Class B
          shares, a
                    2% CDSC will be assessed upon the redemption because by
          "tacking"
                    the two year holding period of the outstanding Class B
          shares
                    onto the three year holding period of the new Class B
          shares, the
                    investor will be deemed to have held the new Class B
          shares for
                    five years.

                         CLASS C SHARES.  Class C shareholders may exchange
          their
                    Class C shares ("outstanding Class C shares") for Class
          C shares
                    of another Ivy or Mackenzie Fund ("new Class C shares")
          on the
                    basis of the relative net asset value per Class C
          share, without
                    the payment of any CDSC that would otherwise be due
          upon
                    redemption.  (Class C shares are subject to a CDSC of
          1% if
                    redeemed within one year of the date of purchase.)    

                         CLASS I SHARES.  Class I shareholders may exchange
          their
                    Class I shares for Class I shares of another Ivy or
          Mackenzie
                    Fund on the basis of the relative net asset value per
          Class I
                    share.     

                         The minimum amount which may be exchanged into a
          fund of the
                    Ivy Mackenzie Funds in which shares are not already
          held is
                    $1,000 ($5,000,000 in the case of Class I of a Fund). 
          No
                    exchange out of a Fund (other than by a complete
          exchange of all
                    the shares of the Fund) may be made if it would reduce
          the























                    shareholder's interest in that Fund to less than $1,000

                    ($5,000,000 in the case of Class I of a Fund). 
          Exchanges are
                    available only in states where the exchange can be
          legally made. 
                        
                         Each exchange will be made on the basis of the
          relative net
                    asset values per share of each fund of the Ivy
          Mackenzie Funds
                    next computed following receipt of telephone
          instructions by
                    MIISC or a properly executed request by MIISC. 
          Exchanges,
                    whether written or telephonic, must be received by
          MIISC by the
                    close of regular trading on the Exchange (normally 4:00
          p.m.,
                    eastern time) to receive the price computed on the day
          of
                    receipt; exchange requests received after that time
          will receive
                    the price next determined following receipt of the
          request.  This
                    exchange privilege may be modified or terminated at any
          time,
                    upon at least 60 days' notice when such noticed is
          required by
                    SEC rules.  See "Redemptions."

                         An exchange of shares in any fund of the Ivy
          Mackenzie Funds
                    for shares in another fund will result in a taxable
          gain or loss. 
                    Generally, any such taxable gain or loss will be a
          capital gain
                    or loss (long-term or short-term, depending on the
          holding period
                    of the shares) in the amount of the difference between
          the net
                    asset value of the shares surrendered and the
          shareholder's tax
                    basis for those shares.  However, in certain
          circumstances,
                    shareholders will be ineligible to take sales charges
          into












                    account in computing taxable gain or loss on an
          exchange.  See
                    "Taxation."

                         With limited exceptions, gain realized by a
          tax-deferred
                    retirement plan will not be taxable to the plan and
          will not be
                    taxed to the participant until distribution.  Each
          investor
                    should consult his or her tax adviser regarding the tax
                    consequences of an exchange transaction.

                    LETTER OF INTENT

                         Reduced sales charges apply to initial investments
          in
                    Class A shares of each Fund made pursuant to a
          non-binding Letter
                    of Intent.  A Letter of Intent may be submitted by an
          individual,
                    his or her spouse and children under the age of 21, or
          a trustee
                    or other fiduciary of a single trust estate or single
          fiduciary
                    account.  See the Account Application in the
          Prospectus.  Any
                    investor may submit a Letter of Intent stating that he
          or she
                    will invest, over a period of 13 months, at least
          $50,000
                    ($100,000 for Ivy Bond Fund) in Class A shares of a
          Fund.  A
                    Letter of Intent may be submitted at the time of an
          initial
                    purchase of Class A shares of a Fund or within 90 days
          of the
                    initial purchase, in which case the Letter of Intent
          will be back
                    dated.  A shareholder may include the value (at the
          applicable
                    offering price) of all Class A shares of Ivy Global
          Fund, Ivy
                    Growth Fund, Ivy Growth with Income Fund, Ivy Emerging
          Growth
                    Fund, Ivy International Bond Fund, Ivy Short-Term Bond
          Fund, Ivy
                    Bond Fund, Mackenzie National Municipal Fund, Mackenzie
          Florida
                    Limited Term Municipal Fund, Mackenzie Limited Term
          Municipal























                    Fund, Mackenzie California Municipal Fund and Mackenzie
          New York
                    Municipal Fund (and shares that have been exchanged
          into Ivy
                    Money Market Fund from any of the other funds in the
          Ivy
                    Mackenzie Funds) held of record by him or her as of the
          date of
                    his or her Letter of Intent as an accumulation credit
          toward the
                    completion of such Letter.  During the term of the
          Letter of
                    Intent, the Transfer Agent will hold Class A shares
          representing
                    5% of the indicated amount (less any accumulation
          credit value)
                    in escrow.  The escrowed Class A shares will be
          released when the
                    full indicated amount has been purchased.  If the full
          indicated
                    amount is not purchased during the term of the Letter
          of Intent,
                    the investor is required to pay MIFDI an amount equal
          to the
                    difference between the dollar amount of sales charge
          that he or
                    she has paid and that which he or she would have paid
          on his or
                    her aggregate purchases if the total of such purchases
          had been
                    made at a single time.  Such payment will be made by an
          automatic
                    liquidation of Class A shares in the escrow account.  A
          Letter of
                    Intent does not obligate the investor to buy or the
          Trust to sell
                    the indicated amount of Class A shares, and the
          investor should
                    read carefully all the provisions thereof before
          signing.

                    RETIREMENT PLANS

                         Shares may be purchased in connection with several
          types of













                    tax-deferred retirement plans.  Shares of more than one
          fund
                    distributed by MIFDI may be purchased in a single
          application
                    establishing a single plan account, and shares held in
          such an
                    account may be exchanged among the funds in the Ivy
          Mackenzie
                    Funds in accordance with the terms of the applicable
          plan and the
                    exchange privilege available to all shareholders. 
          Initial and
                    subsequent purchase payments in connection with
          tax-deferred
                    retirement plans must be at least $25 per participant.

                         The following fees will be charged to individual
          shareholder
                    accounts as described in the retirement prototype plan
          document:

                         Retirement Plan New Account Fee           no fee
                         Retirement Plan Annual Maintenance Fee    $10.00
          per account

                    For shareholders whose retirement accounts are
          diversified across
                    several funds of the Ivy Mackenzie Funds, the annual
          maintenance
                    fee will be limited to not more than $20.

                         The following discussion describes the tax
          treatment of
                    certain tax-deferred retirement plans under current
          Federal
                    income tax law.  State income tax consequences may
          vary.  An
                    individual considering the establishment of a
          retirement plan
                    should consult with an attorney and/or an accountant
          with respect
                    to the terms and tax aspects of the plan.

                         INDIVIDUAL RETIREMENT ACCOUNTS:  Shares of the
          Trust may be
                    used as a funding medium for an Individual Retirement
          Account
                    ("IRA").  Eligible individuals may establish an IRA by
          adopting a
                    model custodial account available from IMI, who may
          impose a























                    charge for establishing the account.  Individuals
          should consult
                    their tax advisers before investing IRA assets in a
          Fund that
                    primarily distributes exempt-interest dividends.    

                         An individual who has not reached age 70-1/2 and
          who
                    receives compensation or earned income is eligible to
          contribute
                    to an IRA, whether or not he or she is an active
          participant in a
                    retirement plan.  An individual who receives a
          distribution from
                    another IRA, a qualified retirement plan, a qualified
          annuity
                    plan or a tax-sheltered annuity or custodial account
          ("403(b)
                    plan") that qualifies for "rollover" treatment is also
          eligible
                    to establish an IRA by rolling over the distribution
          either
                    directly or within 60 days after its receipt.  Tax
          advice should
                    be obtained in connection with planning a rollover
          contribution
                    to an IRA.    

                         In general, an eligible individual may contribute
          up to the
                    lesser of $2,000 or 100% of his or her compensation or
          earned
                    income to an IRA each year.  If a husband and wife are
          both
                    employed, and both are under age 70-1/2, each may set
          up his or
                    her own IRA within these limits.  If both earn at least
          $2,000
                    per year, the maximum potential contribution is $4,000
          per year
                    for both.  However, if one spouse has (or elects to be
          treated as
                    having) no earned income for IRA purposes for a year,
          the other
                    spouse may contribute to an IRA on his or her behalf. 
          In such a












                    case, the working spouse may contribute up to the
          lesser of
                    $2,250 or 100% or his or her compensation or earned
          income for
                    the year to IRAs for both spouses, provided that no
          more than
                    $2,000 is contributed to the IRA of one spouse. 
          Rollover
                    contributions are not subject to these limits.    

                         An individual may deduct his or her annual
          contributions to
                    an IRA in computing his or her Federal income tax
          within the
                    limits described above, provided he or she (or his or
          her spouse,
                    if they file a joint Federal income tax return) is not
          an active
                    participant in a qualified retirement plan (such as a
          qualified
                    corporate, sole proprietorship, or partnership pension,
          profit
                    sharing, 401(k) or stock bonus plan), qualified annuity
          plan,
                    403(b) plan, simplified employee pension, or
          governmental plan. 
                    If he or she (or his or her spouse) is an active
          participant, a
                    full deduction is only available if he or she has
          adjusted gross
                    income that is less than a specified level ($40,000 for
          married
                    couples filing a joint return, $25,000 for single
          individuals,
                    and $0 for a married individual filing a separate
          return).  The
                    deduction is phased out ratably for active participants
          with
                    adjusted gross income between certain levels ($40,000
          and $50,000
                    for married individuals filing a joint return, $25,000
          and
                    $35,000 for single individuals, and $0 and $10,000 for
          married
                    individuals filing separate returns).  Individuals who
          are active
                    participants with income above the specified phase-out
          level may
                    not deduct their IRA contributions.  Rollover
          contributions are
                    not includible in income for Federal income tax
          purposes and
                    therefore are not deductible from it.    
























                         Generally, earnings on an IRA are not subject to
          current
                    Federal income tax until distributed.  Distributions
          attributable
                    to tax-deductible contributions and to IRA earnings are
          taxed as
                    ordinary income.  Distributions of non-deductible
          contributions
                    are not subject to Federal income tax.  In general,
          distributions
                    from an IRA to an individual before he or she reaches
          age 59-1/2
                    are subject to a nondeductible penalty tax equal to 10%
          of the
                    taxable amount of the distribution.  The 10% penalty
          tax does not
                    apply to amounts withdrawn from an IRA after the
          individual
                    reaches age 59-1/2, becomes disabled or dies, or if
          withdrawn in
                    the form of substantially equal payments over the life
          or life
                    expectancy of the individual and his or her designated
          benefi-
                    ciary, if any, or rolled over into another IRA. 
          Distributions
                    must begin to be withdrawn not later than April 1 of
          the calendar
                    year following the calendar year in which the
          individual reaches
                    age 70-1/2.  Failure to take certain minimum required
          distribu-
                    tions will result in the imposition of a 50%
          non-deductible
                    penalty tax.  Extremely large distributions in any one
          year from
                    an IRA (or from an IRA and other retirement plans) may
          also
                    result in a penalty tax.

                         QUALIFIED PLANS:  For those self-employed
          individuals who













                    wish to purchase shares of one or more of the funds in
          the Ivy
                    Mackenzie Funds through a qualified retirement plan, a
          Custodial
                    Agreement and a Retirement Plan are available from
          MIISC.  The
                    Retirement Plan may be adopted as a profit sharing plan
          or a
                    money purchase pension plan.  A profit sharing plan
          permits an
                    annual contribution to be made in an amount determined
          each year
                    by the self-employed individual within certain limits
          prescribed
                    by law.  A money purchase pension plan requires annual
                    contributions at the level specified in the Custodial
          Agreement. 
                    There is no set-up fee for qualified plans and the
          annual
                    maintenance fee is $20.00 per account.

                         In general, if a self-employed individual has any
          common law
                    employees, employees who have met certain minimum age
          and service
                    requirements must be covered by the Retirement Plan.  A
          self-
                    employed individual generally must contribute the same
          percentage
                    of income for common law employees as for himself or
          herself.

                         A self-employed individual may contribute up to
          the lesser
                    of $30,000 or 25% of compensation or earned income to a
          money
                    purchase pension plan or to a combination profit
          sharing and
                    money purchase pension plan arrangement each year on
          behalf of
                    each participant.  To be deductible, total
          contributions to a
                    profit sharing plan generally may not exceed 15% of the
          total
                    compensation or earned income of all participants in
          the plan,
                    and total contributions to a combination money
          purchase-profit
                    sharing arrangement generally may not exceed 25% of the
          total
                    compensation or earned income of all participants.  The
          amount of
                    compensation or earned income of any one participant
          that may be












                    included in computing the deduction is limited
          (generally to
                    $150,000 for benefits accruing in plan years beginning
          after
                    1993, with annual inflation adjustments).  A
          self-employed












                    individual's contributions to a retirement plan on his
          or her own
                    behalf must be deducted in computing his or her earned
          income.

                         Corporate employers may also adopt the Custodial
          Agreement
                    and Retirement Plan for the benefit of their eligible
          employees. 
                    Similar contribution and deduction rules apply to
          corporate
                    employers.

                         Distributions from the Retirement Plan generally
          are made
                    after a participant's separation from service.  A 10%
          penalty tax
                    generally applies to distributions to an individual
          before he or
                    she reaches age 59-1/2, unless the individual (1) has
          reached age
                    55 and separated from service; (2) dies; (3) becomes
          disabled;
                    (4) uses the withdrawal to pay tax-deductible medical
          expenses;
                    (5) takes the withdrawal as part of a series of
          substantially
                    equal payments over his or her life expectancy or the
          joint life
                    expectancy of himself or herself and a designated
          beneficiary; or
                    (6) rolls over the distribution.

                         The Transfer Agent will furnish custodial services
          to the
                    employer and any participating employees.












                         DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
          CHARITABLE
                    ORGANIZATIONS ("403(B)(7) ACCOUNT"):  Section 403(b)(7)
          of the
                    Code permits public school systems and certain
          charitable
                    organizations to use mutual fund shares held in a
          custodial
                    account to fund deferred compensation arrangements with
          their
                    employees.  A custodial account agreement is available
          for those
                    employers whose employees wish to purchase shares of
          the Trust in
                    conjunction with such an arrangement.  The sales charge
          for
                    purchases of less than $10,000 of Class A shares is set
          forth
                    under "Retirement Plans" in the Prospectus.  Sales
          charges for
                    purchases of $10,000 or more of Class A shares are the
          same as
                    those set forth under "Initial Sales Charge Alternative
          --
                    Class A Shares" in the Prospectus.  The special
          application for a
                    403(b)(7) Account is available from Mackenzie
          Investment
                    Management Inc. ("MIMI").

                         Distributions from the 403(b)(7) Account may be
          made only
                    following death, disability, separation from service,
          attainment
                    of age 59-1/2, or incurring a financial hardship.  A
          10% penalty
                    tax generally applies to distributions to an individual
          before he
                    or she reaches age 59-1/2, unless the individual (1)
          has reached
                    age 55 and separated from service; (2) dies or becomes
          disabled;
                    (3) uses the withdrawal to pay tax-deductible medical
          expenses;
                    (4) takes the withdrawal as part of a series of
          substantially
                    equal payments over his or her life expectancy or the
          joint life
                    expectancy of himself or herself and a designated
          beneficiary; or
                    (5) rolls over the distribution.  There is no set-up
          fee for
                    403(b)(7) Accounts and the annual maintenance fee is
          $20.00 per












                    account.

                         SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS:  An
          employer may
                    deduct contributions to a SEP up to the lesser of
          $30,000 or 15%












                    of compensation.  SEP accounts generally are subject to
          all rules
                    applicable to IRA accounts, except the deduction
          limits, and are
                    subject to certain employee participation requirements.

                    REINVESTMENT PRIVILEGE

                         Investors who have redeemed Class A shares of a
          Fund may
                    reinvest all or a part of the proceeds of the
          redemption back
                    into Class A shares of the Fund at net asset value
          (without a
                    sales charge) within 60 days from the date of
          redemption.  This
                    privilege may be exercised only once.  The reinvestment
          will be
                    made at the net asset value next determined after
          receipt by
                    MIISC of the reinvestment order accompanied by the
          funds to be
                    reinvested.  No compensation will be paid to any sales
          personnel
                    or dealer in connection with the transaction.

                         Any redemption is a taxable event.  A loss
          realized on a
                    redemption generally may be disallowed for tax purposes
          if the
                    reinvestment privilege is exercised within 30 days
          after the
                    redemption.  In certain circumstances, shareholders
          will be
                    ineligible to take sales charges into account in
          computing












                    taxable gain or loss on a redemption if the
          reinvestment
                    privilege is exercised.  See "Taxation."

                    RIGHTS OF ACCUMULATION

                         A scale of reduced sales charges applies to any
          investment
                    of $50,000 ($100,000 for Ivy Bond Fund) or more in
          Class A shares
                    of a Fund.  See "Initial Sales Charge Alternative --
          Class A
                    Shares" in the Prospectus.  The reduced sales charge is
                    applicable to investments made at one time by an
          individual, his
                    or her spouse and children under the age of 21, or a
          trustee or
                    other fiduciary of a single trust estate or single
          fiduciary
                    account (including a pension, profit sharing or other
          employee
                    benefit trust created pursuant to a plan qualified
          under Section
                    401 of the Code).  It is also applicable to current
          purchases of
                    all of the funds in the Ivy Mackenzie Funds (except Ivy
          Money
                    Market Fund) by any of the persons enumerated above,
          where the
                    aggregate quantity of Class A shares of Ivy Global
          Fund, Ivy
                    Growth Fund, Ivy Growth with Income Fund, Ivy Emerging
          Growth
                    Fund, Ivy China Region Fund, Ivy Latin America Strategy
          Fund, Ivy
                    New Century Fund, Ivy International Bond Fund, Ivy
          International
                    Fund, Ivy Bond Fund, Ivy Short-Term Bond Fund, Ivy
          Canada Fund,
                    Mackenzie National Municipal Fund, Mackenzie California
          Municipal
                    Fund, Mackenzie Florida Limited Term Municipal Fund,
          Mackenzie
                    Limited Term Municipal Fund and Mackenzie New York
          Municipal Fund
                    (and shares that have been exchanged into Ivy Money
          Market Fund
                    from any of the other funds in the Ivy Mackenzie Funds)
          and of
                    any other investment company distributed by MIFDI,
          previously
                    purchased or acquired and currently owned, determined
          at the













                    higher of current offering price or amount invested,
          plus the
                    Class A shares being purchased, amounts to $50,000 or
          more for
                    Ivy Global Fund, Ivy Growth Fund, Ivy Growth with
          Income Fund,
                    Ivy Emerging Growth Fund, Ivy International Fund, Ivy
          China












                    Region Fund, Ivy Latin America Strategy Fund, Ivy New
          Century
                    Fund and Ivy Canada Fund; $100,000 or more for
          International Bond
                    Fund, Ivy Bond Fund, Mackenzie National Municipal Fund,
          Mackenzie
                    California Municipal Fund and Mackenzie New York
          Municipal Fund;
                    or $25,000 or more for Mackenzie Florida Limited Term
          Municipal
                    Fund and Mackenzie Limited Term Municipal Fund; or
          $1,000,000 or
                    more for Ivy Short-Term Bond Fund.    

                         At the time an investment takes place, MIISC must
          be
                    notified by the investor or his or her dealer that the
          investment
                    qualifies for the reduced sales charge on the basis of
          previous
                    investments.  The reduced sales charge is subject to
          confirmation
                    of the investor's holdings through a check of the
          particular
                    Fund's records.

                    SYSTEMATIC WITHDRAWAL PLAN

                         A shareholder may establish a Systematic
          Withdrawal Plan
                    (the "Withdrawal Plan") (except shareholders with
          accounts in
                    Class I of Ivy Bond Fund) by telephone instructions to
          MIISC or












                    by delivery to MIISC of a written election to so
          redeem,
                    accompanied by a surrender to MIISC of all share
          certificates
                    then outstanding in the name of such shareholder,
          properly
                    endorsed by him.  A Withdrawal Plan may not be
          established if the
                    investor is currently participating in the Automatic
          Investment
                    Method.  The Withdrawal Plan may involve the use of
          principal
                    and, to the extent that it does, depending on the
          amount
                    withdrawn, the investor's principal may be
          depleted.    

                         A redemption under the Withdrawal Plan is a
          taxable event. 
                    Investors contemplating participation in the Withdrawal
          Plan
                    should consult their tax advisers.

                         Additional investments in a Fund made by investors
                    participating in the Withdrawal Plan must equal at
          least $1,000
                    each while the Withdrawal Plan is in effect.  Making
          additional
                    purchases while the Withdrawal Plan is in effect may be
                    disadvantageous to the investor because of applicable
          initial
                    sales charges or CDSCs.

                         An investor may terminate his participation in the
                    Withdrawal Plan at any time by delivering written
          notice to
                    MIISC.  If all shares held by the investor are
          liquidated at any
                    time, the Withdrawal Plan will terminate automatically. 
          The
                    Trust or MIMI may terminate the Withdrawal Plan at any
          time after
                    reasonable notice to shareholders.

                    GROUP SYSTEMATIC INVESTMENT PROGRAM

                         Shares of each Fund (except Ivy Bond Fund) may be
          purchased
                    in connection with investment programs established by
          employee or
                    other groups using systematic payroll deductions or
          other
                    systematic payment arrangements.  The Trust does not
          itself












                    organize, offer or administer any such programs. 
          However, it












                    may, depending upon the size of the program, waive the
          minimum
                    initial and additional investment requirements for
          purchases by
                    individuals in conjunction with programs organized and
          offered by
                    others.  Unless shares of a Fund are purchased in
          conjunction
                    with IRAs (see "How to Buy Shares" in the Prospectus),
          such group
                    systematic investment programs are not entitled to
          special tax
                    benefits under the Code.  The Trust reserves the right
          to refuse
                    any purchase or suspend the offering of shares in
          connection with
                    group systematic investment programs at any time and to
          restrict
                    the offering of shareholder privileges, such as Check
          writing,
                    Simplified Redemptions and other optional privileges,
          as
                    described in the Prospectus, to shareholders using
          group
                    systematic investment programs.    

                         With respect to each shareholder account
          established on or
                    after September 15, 1972 under a group systematic
          investment
                    program, the Trust and IMI each currently charge a
          maintenance
                    fee of $3.00 (or portion thereof) for each twelve-month
          period
                    (or portion thereof) the account is maintained.  The
          Trust may
                    collect such fee (and any fees due to IMI) through a
          deduction
                    from distributions to the shareholders involved or by
          causing on












                    the date the fee is assessed a redemption in each such
                    shareholder account sufficient to pay such fee.  The
          Trust
                    reserves the right to change these fees from time to
          time without
                    advance notice.    

                                           BROKERAGE ALLOCATION

                         Subject to the overall supervision of the
          President and the
                    Board, IMI places orders for the purchase and sale of
          each Fund's
                    portfolio securities.  All portfolio transactions are
          effected at
                    the best price and execution obtainable.  Purchases and
          sales of
                    debt securities are usually principal transactions and
          therefore,
                    brokerage commissions are usually not required to be
          paid by the
                    particular Fund for such purchases and sales, although
          the price
                    paid generally includes undisclosed compensation to the
          dealer. 
                    The prices paid to underwriters of newly-issued
          securities
                    usually include a concession paid by the issuer to the
                    underwriter, and purchases of after-market securities
          from
                    dealers normally reflect the spread between the bid and
          asked
                    prices.  In connection with OTC transactions, IMI
          attempts to
                    deal directly with the principal market makers, except
          in those
                    circumstances where IMI believes that a better price
          and
                    execution are available elsewhere.

                         IMI selects broker-dealers to execute transactions
          and
                    evaluates the reasonableness of commissions on the
          basis of
                    quality, quantity, and the nature of the firms'
          professional
                    services.  Commissions to be charged and the rendering
          of
                    investment services, including statistical, research,
          and
                    counseling services by brokerage firms, are factors to
          be
                    considered in the placing of brokerage business. The
          types of












                    research services provided by brokers may include
          general
                    economic and industry data, and information on
          securities of












                    specific companies. Research services furnished by
          brokers
                    through whom the Trust effects securities transactions
          may be
                    used by IMI in servicing all of its accounts.  In
          addition, not
                    all of these services may be used by IMI in connection
          with the
                    services it provides to a particular Fund or the Trust. 
          IMI may
                    consider sales of shares of a Fund as a factor in the
          selection
                    of broker-dealers and may select broker-dealers who
          provide it
                    with research services.  IMI will not, however, execute
          brokerage
                    transactions other than at the best price and
          execution.

                         During the fiscal year ended June 30, 1993 and
          1994, during
                    the six-month period ended December 31, 1994 and during
          the
                    fiscal year ended December 31, 1995, Ivy Bond Fund paid
          brokerage
                    commissions of $39,498, $175,688, $42,425 and $20,912, 
                    respectively.    

                         During the period from March 3, 1993 (commencement
          of
                    operations) to December 31, 1993, and  during the
          fiscal years
                    ended December 31, 1994 and 1995, Ivy Emerging Growth
          Fund paid
                    brokerage commissions of $94,628, $83,831 and $302,892,
                    respectively.    














                         During the fiscal years ended December 31, 1993,
          1994 and
                    1995, Ivy Growth Fund paid brokerage commissions of
          $1,071,036,
                    $265,471 and $666,385, respectively.    

                         During the fiscal years ended December 31, 1993,
          1994 and
                    1995, Ivy Growth with Income Fund paid brokerage
          commissions of
                    $97,896, $34,028 and $192,913, respectively.    

                         Each Fund may, under some circumstances, accept
          securities
                    in lieu of cash as payment for Fund shares.  Each of
          these Funds
                    will consider accepting securities only to increase its
          holdings
                    in a portfolio security or to take a new portfolio
          position in a
                    security that IMI deems to be a desirable investment
          for each the
                    Fund.  While no minimum has been established, it is
          expected that
                    each the Fund will not accept securities having an
          aggregate
                    value of less than $1 million.  The Trust may reject in
          whole or
                    in part any or all offers to pay for the Fund shares
          with
                    securities and may discontinue accepting securities as
          payment
                    for the Fund shares at any time without notice.  The
          Trust will
                    value accepted securities in the manner and at the same
          time
                    provided for valuing portfolio securities of each the
          Fund, and
                    the Fund shares will be sold for net asset value
          determined at
                    the same time the accepted securities are valued.  The
          Trust will
                    accept only securities which are delivered in proper
          form and
                    will not accept securities subject to legal
          restrictions on
                    transfer.  The acceptance of securities by the Trust
          must comply
                    with the applicable laws of certain states.




























                                          TRUSTEES AND OFFICERS

                         The Trustees and Executive Officers of the Trust,
          their
                    business addresses and principal occupations during the
          past five
                    years are:

                                             POSITION
                                             WITH THE     BUSINESS
          AFFILIATIONS
                    NAME, ADDRESS, AGE       TRUST        AND PRINCIPAL
          OCCUPATIONS

                    John S. Anderegg, Jr.    Trustee      Chairman,
          Dynamics
                    60 Concord Street                     Research Corp.
          instruments
                    Wilmington, MA  01887                 and controls);
          Director,
                    Age: 71                               Burr-Brown Corp.
                                                          (operational
          amplifiers);
                                                          Director,
          Metritage
                                                          Incorporated
          (level
                                                          measuring
          instruments);
                                                          Trustee of
          Mackenzie Series
                                                          Trust
          (1992-present).

                    Paul H. Broyhill         Trustee      Chairman, BMC
          Fund, Inc.
                    800 Hickory Blvd.                     (1983-present);
          Chairman,
                    Golfview Park                         Broyhill Family
          Foundation,
                    Lenoir, NC 28645                      Inc.
          (1983-Present);













                    Age:  71                              Chairman and
          President,
                                                          Broyhill
          Investments, Inc.
                                                          (1983-present);
          Chairman,
                                                          Broyhill Timber
          Resources
                                                          (1983-present);
          Management
                                                          of a personal
          portfolio of
                                                          fixed-income and
          equity
                                                          investments
          (1983-present);
                                                          Trustee of
          Mackenzie Series
                                                          Trust
          (1988-present);
                                                          Director of The
          Mackenzie
                                                          Funds Inc.
          (1988-1995).

                       Stanley Channick      Trustee      President, The
          Whitestone
                    11 Bala Avenue                        Corporation
          (insurance
                    Bala Cynwyd, PA 19004                 agency);
          President, Scott
                    Age:  71                              Management
          Company
                                                          (administrative
          services
                                                          for insurance
          companies);
                                                          President, The
          Channick
                                                          Group
          (consultants to
                                                          insurance
          companies and
                                                          national trade
                                                          associations);
          Trustee of
                                                          Ivy Fund
          (1984-1993);
                                                          Director of The
          Mackenzie
                                                          Funds Inc.
          (1994-1995).    














                    Frank W. DeFriece, Jr.   Trustee      Director, Manager
          and Vice












                    322 Seventh Street                    President,
          Massengill-
                    Bristol, TN  37620-2218               DeFriece
          Foundation
                    Age: 74                               (charitable
          organization)
                                                          (1950-present);
          Trustee and
                                                          Second Vice
          Chairman, East
                                                          Tennessee Public
                                                          Communications
          Corp. (WSJK-
                                                          TV)
          (1984-present); Trustee
                                                          of Mackenzie
          Series Trust
                                                          (1985-present);
          Director of
                                                          The Mackenzie
          Funds Inc.
                                                          (1987-1995).

                       Roy J. Glauber        Trustee      Mallinckrodt
          Professor of
                                                          Physics, Harvard
                    Age: 70                               University (since
          1974);
                                                          Trustee of Ivy
          Fund (1961-
                                                          1991); Trustee of
          Mackenzie
                                                          Series Trust
          (1994-
                                                          present).    

                    Michael G. Landry        Trustee      President,
          Chairman and
                    700 South Federal Hwy.   and          Director of
          Mackenzie












                    Suite 300                             President
          Investment
                    Boca Raton, FL  33432                 Management Inc.
                    Age: 49                               (1987-present);
          President
                    [*Deemed to be an                     and Director of
                    "interested person"                   Ivy Management,
          Inc. (1992-
                    of the Trust, as                      present);
          Chairman and 
                    defined under the                     Director of
          Mackenzie Ivy
                    1940 Act.]                            Investor Services
          Corp.
                                                          (1993-present);
          Director
                                                          and President of
          Mackenzie
                                                          Ivy Funds
          Distribution,
                                                          Inc. (1993-1994);
          Chairman
                                                          and Director of
          Mackenzie
                                                          Ivy Funds
          Distribution,
                                                          Inc.
          (1994-present);
                                                          Director and
          President of
                                                          The Mackenzie
          Funds Inc.
                                                          (1987-1995);
          Trustee and
                                                          President of
          Mackenzie
                                                          Series Trust
          (1987-
                                                          present). 

                    Michael R. Peers         Trustee      Chairman of the
          Board,
                    c/o Brattle, Inc.        and          Ivy Management,
          Inc.
                    176 Federal Street,      Chairman     (1984-1991);
          Chairman
                    5th Floor                of the       of the Board, Ivy
          Fund
                    Boston, MA  02110        Board        (1974-present);
          Private
                    Age: 66                               Investor.
                    [*Deemed to be an 
                    "interested person"
                    of the Trust, as 























                    defined under the
                    1940 Act.]

                    Joseph G. Rosenthal      Trustee      Chartered
          Accountant
                    110 Jardin Drive                      (1958-present);
          Trustee
                    Unit #12                              of Mackenzie
          Series
                    Concord, Ontario Canada               Trust
          (1985-present);
                    L4K 2T7                               Director of The
          Mackenzie
                    Age: 61                               Funds Inc.
          (1987-1995).

                    Richard N. Silverman     Trustee      Formerly
          President,
                    18 Bonnybrook Road                    Hy-Sil
          Manufacturing
                    Waban, MA  02168                      Company, a
          division of
                    Age: 71                               Van Leer, U.S.A.,
          Inc.
                                                          (gift packaging
          materials
                                                          and metalized
          film
                                                          products);
          Formerly
                                                          Director, Waters
                                                          Manufacturing Co.
                                                          (manufacturer of
          electronic
                                                          parts); Director,
          Panorama
                                                          Television
          Network.

                    J. Brendan Swan          Trustee      President,
          Airspray
                    4701 North Federal Hwy.               International,
          Inc.;












                    Suite 465                             Joint Managing
          Director,
                    Pompano Beach, FL  33064              Airspray
          International
                    Age: 65                               B.V. (an
          environmentally
                                                          sensitive
          packaging
                                                          company);
          Director, The
                                                          Mackenzie Funds
          Inc. (1992-
                                                          1995); Trustee of
          Mackenzie
                                                          Series Trust
          (1992-
                                                          present).

                    Keith J. Carlson         Vice         Senior Vice
          President
                    700 South Federal Hwy.   President    and Director of
          Mackenzie
                    Suite 300                             Investment
          Management,
                    Boca Raton, FL  33432                 Inc.
          (1994-present);
                    Age: 39                               Senior Vice
          President,
                                                          Secretary and
          Treasurer of
                                                          Mackenzie
          Investment
                                                          Management Inc.
          (1985-
                                                          1994); Senior
          Vice
                                                          President and
          Director of
                                                          Ivy Management,
          Inc. (1994-
                                                          present); Senior
          Vice
                                                          President,
          Treasurer and
                                                          Director of Ivy
          Management,
                                                          Inc. (1992-1994);
          Vice
                                                          President of The
          Mackenzie
                                                          Funds Inc.
          (1987-1995);
                                                          President and
          Director of












                                                          Mackenzie Ivy
          Investor












                                                          Services Corp.
          (1993-
                                                          present); Vice
          President of
                                                          Mackenzie Series
          Trust
                                                          (1994-present);
          Treasurer
                                                          of Mackenzie
          Series Trust
                                                          (1985-1994);
          President and
                                                          Director of
          Mackenzie Ivy
                                                          Funds
          Distribution, Inc.
                                                          (1994-present);
          Executive
                                                          Vice President
          and Director
                                                          of Mackenzie Ivy
          Funds
                                                          Distribution,
          Inc. (1993-
                                                          1994).

                    C. William Ferris        Secretary/   Senior Vice
          President,
                    700 South Federal Hwy.   Treasurer   
          Secretary/Treasurer
                    Suite 300                             and Director of
                    Boca Raton, FL  33432                 Mackenzie
          Investment
                    Age: 51                               Management Inc.
          (1994-
                                                          present); Senior
          Vice
                                                          President,
          Finance and













                                                         
          Administration/Compliance
                                                          Officer of
          Mackenzie
                                                          Investment
          Management Inc.
                                                          (1989-1994);
          Senior Vice
                                                          President,
          Secretary/
                                                          Treasurer and
          Clerk of Ivy
                                                          Management, Inc.
          (1994-
                                                          present); Senior
          Vice
                                                          President,
          Finance and
                                                         
          Administration/Compliance
                                                          Officer of Ivy
          Management,
                                                          Inc. (1992-1994);
          Senior
                                                          Vice President,
          Secretary/
                                                          Treasurer and
          Clerk of Ivy
                                                          Management, Inc.
          (1989-
                                                          1994); Senior
          Vice
                                                          President,
          Secretary/
                                                          Treasurer of
          Mackenzie Ivy
                                                          Funds
          Distribution, Inc.
                                                          (1994-present);
          Secretary/
                                                          Treasurer and
          Director of
                                                          Mackenzie Ivy
          Funds
                                                          Distribution,
          Inc. (1993-
                                                          1994);
          Secretary/Treasurer
                                                          and Director of
          Mackenzie
                                                          Ivy Investor
          Services Corp.
                                                          (1993-present);
          Secretary/












                                                          Treasurer of The
          Mackenzie
                                                          Funds Inc.
          (1993-1995);
                                                         
          Secretary/Treasurer of
                                                          Mackenzie Series
          Trust
                                                          (1994-present).













                    PERSONAL INVESTMENTS BY EMPLOYEES OF IMI

                         Employees of IMI are permitted to make personal
          securities
                    transactions, subject to requirements and restrictions
          set forth
                    in IMI's Code of Ethics.  The Code of Ethics contains
          provisions
                    and requirements designed to identify and address
          certain
                    conflicts of interest between personal investment
          activities and
                    the interests of investment advisory clients such as
          the Funds. 
                    Among other things, the Code of Ethics, which generally
          complies
                    with standards recommended by the Investment Company
          Institute's
                    Advisory Group on Personal Investing, prohibits certain
          types of
                    transactions absent prior approval, imposes time
          periods during
                    which personal transactions may not be made in certain
                    securities, and requires the submission of duplicate
          broker
                    confirmations and monthly reporting of securities
          transactions. 
                    Additional restrictions apply to portfolio managers,
          traders,
                    research analysts and others involved in the investment
          advisory













                    process.  Exceptions to these and other provisions of
          the Code of
                    Ethics may be granted in particular circumstances after
          review by
                    appropriate personnel.














































                                            COMPENSATION TABLE
                                                 IVY FUND
                                  (FISCAL YEAR ENDED DECEMBER 31, 1995)












                                                                          
          TOTAL
                                                 PENSION OR               
          COMPENSA-
                                                 RETIREMENT               
          TION FROM
                                                 BENEFITS   ESTIMATED     
          TRUST AND
                                      AGGREGATE  ACCRUED AS ANNUAL        
          FUND COM-
                                      COMPENSA-  PART OF    BENEFITS      
          PLEX PAID
                    NAME,             TION       FUND       UPON          
          TO  
                    POSITION          FROM TRUST EXPENSES   RETIREMENT    
          TRUSTEES

                    John S.           7,112      N/A        N/A           
          8,000
                     Anderegg, Jr.
                    (Trustee)

                    Paul H.           7,112      N/A        N/A           
          8,000
                     Broyhill
                    (Trustee)

                    Stanley             -0-      N/A        N/A           
          8,000
                      Channick[*]
                    (Trustee)

                    Frank W.          7,112      N/A        N/A           
          8,000
                     DeFriece, Jr.
                    (Trustee)

                    Roy J.              -0-      N/A        N/A           
          8,000
                      Glauber[*]
                    (Trustee)

                    Michael G.          -0-      N/A        N/A             
          -0-
                     Landry
                    (Trustee and
                     President)

                    Michael R.          -0-      N/A        N/A             
          -0-
                     Peers
                    (Trustee and
                     Chairman of
                     the Board)












                    Joseph G.         7,112      N/A        N/A           
          8,000
                     Rosenthal
                    (Trustee)

                    Richard N.        8,000      N/A        N/A           
          8,000
                     Silverman
                    (Trustee)















                    J. Brendan        7,112      N/A        N/A           
          8,000
                     Swan
                     (Trustee)

                    Keith J.            -0-      N/A        N/A             
          -0-
                     Carlson
                    (Vice President)

                    C. William          -0-      N/A        N/A             
          -0-
                     Ferris
                     (Secretary/Treasurer)

                    [*]  Appointed as a Trustee of the Trust at a meeting
          of the
                         Board of Trustees held on February 6, 1996.

                         As of February 26, 1996, the Officers and Trustees
          of the
                    Trust as a group owned beneficially or of record none
          of the
                    outstanding Class A, Class B, Class C or Class I shares
          of any of
                    the Funds.    


























































                                 INVESTMENT ADVISORY AND OTHER SERVICES  

                    BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES

                         IMI currently provides business management and
          investment
                    advisory services to each Fund pursuant to a Business
          Management
                    and Investment Advisory Agreement (the "Agreement"). 
          The
                    Agreement was approved by the respective sole
          shareholder of Ivy












                    Bond Fund on December 31, 1994 and of Ivy Emerging
          Growth Fund on
                    April 30, 1993 and by the respective shareholders of
          Ivy Growth
                    Fund and Ivy Growth with Income Fund on December 30,
          1991.  Prior
                    to the approval by the respective shareholders or sole
                    shareholder of each Fund, the Agreement was approved on
          September
                    29, 1994 with respect to Ivy Bond Fund, on February 19,
          1993 with
                    respect to Ivy Emerging Growth Fund and October 28,
          1991 with
                    respect to Ivy Growth Fund and Ivy Growth with Income
          Fund by the
                    Board, including a majority of the Trustees who are
          neither
                    "interested persons" (as defined in the 1940 Act) of
          the Trust
                    nor have any direct or indirect financial interest in
          the
                    operation of the distribution plan (see "Distribution
          Services")
                    or in any related agreement (the "Independent
          Trustees").      

                         Until December 31, 1994, MIMI served as the
          investment
                    adviser to Ivy Bond Fund, which Fund was a series of
          Mackenzie
                    Series Trust until it was reorganized as a series of
          the Trust on
                    December 31, 1994.  On December 31, 1994, MIMI's
          interest in the
                    Agreement with respect to Ivy Bond Fund was assigned by
          MIMI to
                    IMI, which is a wholly owned subsidiary of MIMI.  The
          provisions
                    of the Agreement remain unchanged by IMI's succession
          to MIMI
                    thereunder.  MIMI is a subsidiary of Mackenzie
          Financial
                    Corporation ("MFC"), 150 Bloor Street West, Toronto,
          Ontario,
                    Canada, a public corporation organized under the laws
          of Ontario
                    whose shares are listed for trading on The TSE.  MFC is
                    registered in Ontario as a mutual fund dealer and
          advises Ivy
                    Canada Fund.  IMI currently acts as manager and
          investment
                    adviser to the following investment companies
          registered under













                    the 1940 Act (other than the Funds):  Ivy China Region
          Fund, Ivy
                    Global Fund, Ivy International Fund, Ivy Latin America
          Strategy
                    Fund, Ivy New Century Fund, Ivy International Bond
          Fund, Ivy
                    Short-Term Bond Fund and Ivy Money Market Fund.    

                         The Agreement obligates IMI to make investments
          for the
                    accounts of each Fund in accordance with its best
          judgment and
                    within the investment objectives and restrictions set
          forth in
                    the Prospectus, the 1940 Act and the provisions of the
          Code
                    relating to regulated investment companies, subject to
          policy
                    decisions adopted by the Board.  IMI also determines
          the
                    securities to be purchased or sold by these Funds and
          places
                    orders with brokers or dealers who deal in such
          securities.
                      
                         Under the Agreement, IMI also provides certain
          business
                    management services.  IMI is obligated to (1)
          coordinate with
                    each Fund's Custodian and monitor the services it
          provides to
                    that Fund; (2) coordinate with and monitor any other
          third












                    parties furnishing services to each Fund; (3) provide
          each Fund
                    with necessary office space, telephones and other
          communications
                    facilities as are adequate for the particular Fund's
          needs;
                    (4) provide the services of individuals competent to
          perform













                    administrative and clerical functions that are not
          performed by
                    employees or other agents engaged by the particular
          Fund or by
                    IMI acting in some other capacity pursuant to a
          separate
                    agreement or arrangements with the Fund; (5) maintain
          or
                    supervise the maintenance by third parties of such
          books and
                    records of the Trust as may be required by applicable
          Federal or
                    state law; (6) authorize and permit IMI's directors,
          officers and
                    employees who may be elected or appointed as trustees
          or officers
                    of the Trust to serve in such capacities; and (7) take
          such other
                    action with respect to the Trust, after approval by the
          Trust as
                    may be required by applicable law, including without
          limitation
                    the rules and regulations of the SEC and of state
          securities
                    commissions and other regulatory agencies.

                         Ivy Bond Fund pays IMI a monthly fee for providing
          business
                    management and investment advisory services at an
          annual rate of
                    0.75% of the first $500 million of the Fund's average
          daily net
                    assets, reduced to 0.60% of the next $500 million and
          0.40% of
                    average daily net assets over $1 billion. Each of the
          other Funds
                    pays IMI a monthly fee for providing business
          management and
                    investment advisory serves at an annual rate of 0.85%
          of each the
                    Fund's average daily net assets.    

                         For the fiscal years ended June 30, 1993 and 1994,
          for the
                    six-month period ended December 31, 1994 and for the
          fiscal year
                    ended December 31, 1995, Ivy Bond Fund paid IMI of
          $887,211,
                    $984,110, $445,111 and $848,778, respectively (of which
          IMI
                    reimbursed $______, $______, $10,764 and $2,615,
          respectively,
                    pursuant to required expense limitations).    













                         For the period from March 3, 1993 (commencement of
                    operations) to December 31, 1993 and during the fiscal
          years
                    ended December 31, 1994 and 1995, Ivy Emerging Growth
          Fund paid
                    IMI $37,707, $168,819 and $318,186, respectively (of
          which IMI
                    reimbursed $18,141, $3,923 and $0, respectively,
          pursuant to
                    voluntary expense limitations).    

                         For the fiscal years ended December 31, 1993, 1994
          and 1995,
                    Ivy Growth Fund paid IMI $2,203,771, $2,133,471 and
          $2,278,390,
                    respectively (of which IMI reimbursed $323,541,
          $285,510 and
                    $11,680, respectively, pursuant to voluntary expense
                    limitations).    

                         For the fiscal years ended December 31, 1993, 1994
          and 1995,
                    Ivy Growth with Income Fund paid IMI $185,897, $277,991
          and
                    $515,787, respectively.    

                         Under the Agreement, the Trust pays the following
          expenses:
                    (1) the fees and expenses of the Trust's Independent
          Trustees;
                    (2) the salaries and expenses of any of the Trust's
          officers or












                    employees who are not affiliated with IMI; (3) interest
          expenses;
                    (4) taxes and governmental fees, including any original
          issue
                    taxes or transfer taxes applicable to the sale or
          delivery of
                    shares or certificates therefor; (5) brokerage
          commissions and
                    other expenses incurred in acquiring or disposing of
          portfolio












                    securities; (6) the expenses of registering and
          qualifying shares
                    for sale with the SEC and with various state securities
                    commissions; (7) accounting and legal costs; (8)
          insurance
                    premiums; (9) fees and expenses of the Trust's
          Custodian and
                    Transfer Agent and any related services; (10) expenses
          of
                    obtaining quotations of portfolio securities and of
          pricing
                    shares; (11) expenses of maintaining the Trust's legal
          existence
                    and of shareholders' meetings; (12) expenses of
          preparation and
                    distribution to existing shareholders of periodic
          reports, proxy
                    materials and prospectuses; and (13) fees and expenses
          of
                    membership in industry organizations.

                         The Agreement provides that if a Fund's total
          expenses in
                    any fiscal year (other than interest, taxes,
          distribution
                    expenses, brokerage commissions and other portfolio
          transaction
                    expenses, other expenditures which are capitalized in
          accordance
                    with generally accepted accounting principles and any
          extraor-
                    dinary expenses including, without limitation,
          litigation and
                    indemnification expenses) exceed the permissible limits
          appli-
                    cable to that Fund in any state in which its shares are
          then
                    qualified for sale, IMI will bear the excess expenses. 
          At the
                    present time, the most restrictive state expense
          limitation
                    provision limits each Fund's annual expenses to 2.5% of
          the first
                    $30 million of its average daily net assets, 2.0% of
          the next $70
                    million and 1.5% of its average daily net assets over
          $100
                    million.  

                         IMI currently limits each of Ivy Emerging Market
          Fund's
                    total operating expenses (excluding Rule 12b-1 fees,
          interest,













                    taxes, brokerage commissions, litigation and
          indemnification
                    expenses, and other extraordinary expenses) to an
          annual rate of
                    1.95% of each the Fund's average daily net assets.  As
          long as a
                    Fund's expense limitation continues, it may lower that
          Fund's
                    expenses and increase its yield.  Each the Fund's
          expense
                    limitation may be terminated or revised at any time, at
          which
                    time a Fund's expenses may increase and its yield may
          be reduced,
                    depending on the total assets of the particular
          Fund.    

                         On August 25-26, 1995, the Board, including a
          majority of
                    the Independent Trustees, last approved the continuance
          of the
                    Agreement with respect to each of Ivy Bond Fund, Ivy
          Emerging
                    Growth Fund, Ivy Growth Fund and Ivy Growth with Income
          Fund. 
                    Each Agreement will continue in effect with respect to
          each Fund
                    from year to year, or for more than the initial period,
          as the
                    case may be, only so long as the continuance is
          specifically
                    approved at least annually (i) by the vote of a
          majority of the
                    Independent Trustees and (ii) either (a) by the vote of
          a
                    majority of the outstanding voting securities (as
          defined in the
                    1940 Act) of the particular Fund or (b) by the vote of
          a majority












                    of the entire Board.  If the question of continuance of
          the













                    Agreements (or adoption of any new agreement) is
          presented to
                    shareholders, continuance (or adoption) shall be
          effected only if
                    approved by the affirmative vote of a majority of the
          outstanding
                    voting securities of the particular Fund.  See
          "Capitalization
                    and Voting Rights."    

                         Each Agreement may be terminated with respect to a
                    particular Fund at any time, without payment of any
          penalty, by
                    the vote of a majority of the Board, or by a vote of a
          majority
                    of the outstanding voting securities of that Fund, on
          60 days'
                    written notice to IMI, or by IMI on 60 days' written
          notice to
                    the Trust.  The Agreement shall terminate automatically
          in the
                    event of its assignment.    

                    DISTRIBUTION SERVICES

                         MIFDI, a wholly owned subsidiary of MIMI, serves
          as the
                    exclusive distributor of the Funds' shares pursuant to
          an Amended
                    and Restated Distribution Agreement with the Trust
          dated October
                    23, 1991, as amended from time to time (the
          "Distribution
                    Agreement").  MIFDI distributes shares of the Funds
          through
                    broker-dealers who are members of the National
          Association of
                    Securities Dealers, Inc. and who have executed dealer
          agreements
                    with MIFDI.  MIFDI distributes shares of the Funds on a
                    continuous basis, but reserves the right to suspend or
                    discontinue distribution on that basis.  MIFDI is not
          obligated
                    to sell any specific amount of Fund shares.  

                         Pursuant to the Distribution Agreement, MIFDI is
          entitled to
                    deduct a commission on all Class A Fund shares sold
          equal to the
                    difference, if any, between the public offering price,
          as set
                    forth in the Funds' then-current prospectus, and the
          net asset













                    value on which such price is based.  Out of that
          commission,
                    MIFDI may reallow to dealers such concession as MIFDI
          may
                    determine from time to time.  In addition, MIFDI is
          entitled to
                    deduct a CDSC on the redemption of Class A shares sold
          without an
                    initial sales charge and Class B and Class C shares, in
                    accordance with, and in the manner set forth in, the
          Prospectus. 
                    MIFDI may reallow all or a portion of the CDSC to
          dealers as
                    MIFDI may determine from time to time.    

                         Under the Distribution Agreement, each Fund bears,
          among
                    other expenses, the expenses of registering and
          qualifying its
                    shares for sale under federal and state securities laws
          and
                    preparing and distributing to existing shareholders
          periodic
                    reports, proxy materials and prospectuses.

                         During the fiscal year ended June 30, 1993 and the
          three
                    months ended September 30, 1993, MIMI (which at that
          time was Ivy
                    Bond Fund's distributor) received from sales of Class
          A1 [Shares
                    of Ivy Bond Fund outstanding as of March 31, 1994 were
          designated
                    Class A shares of the Fund.] shares of Ivy Bond Fund
          $900,303 and
                    $236,973, respectively, in sales commissions, of which
          $201,431












                    and $46,312, respectively, was retained after dealers'
                    reallowances.  During the nine months ended June 30,
          1994, the
                    six-month period ended December 31, 1994 and the fiscal
          year












                    ended December 31, 1995, MIFDI received commissions of
          $343,167,
                    $123,560 and $_________, respectively, from sales of
          Class A
                    shares of the Fund, of which $65,470, $23,740 and
          $_________,
                    respectively, was retained after dealers'
          reallowances.    

                         During the period from March 3, 1993 (commencement
          of
                    operations) to September 30, 1993, MIMI received from
          sales of
                    Class A shares of Ivy Emerging Growth Fund $198,884 in
          sales
                    commissions, of which $30,643 was retained after
          dealers' re-
                    allowances.  During the period from October 1, 1993 to
                    December 31, 1993 and during the fiscal years ended
          December 31,
                    1994 and 1995, MIFDI received from sales of Class A
          shares of Ivy
                    Emerging Growth Fund $267,621, $193,050 and $_______,
                    respectively, in sales commissions, of which $41,714,
          $31,480 and
                    $______,  respectively, was retained after dealers' re-
                    allowances.  During the periods from March 3, 1993
          (commencement
                    of operations) to September 30, 1993 and from October
          1, 1993 to
                    December 31, 1993, MIMI and MIFDI, respectively,
          received no
                    CDSCs upon certain redemptions of Class A shares of Ivy
          Emerging
                    Growth Fund.  During the period from October 23, 1993
          and during
                    the fiscal year ended December 31, 1994, (the date on
          which
                    Class B shares of Ivy Emerging Growth Fund were first
          offered for
                    sale to the public) to December 31, 1993 and during the
          fiscal
                    years ended December 31, 1994 and 1995, MIFDI received
          $239,
                    $12,352 and $______, respectively, in CDSCs paid upon
          certain
                    redemptions of Class B shares of Ivy Emerging Growth
          Fund.    

                         During the period from January 1, 1993 to
          September 30,
                    1993, MIMI received from sales of Class A shares of Ivy
          Growth













                    Fund $310,897 in sales commissions, of which $51,790
          was retained
                    after dealers' re-allowances.  During the period from
          October 1,
                    1993 to December 31, 1993 and during the fiscal years
          ended
                    December 31, 1994 and 1995, MIFDI received from sales
          of Class A
                    shares of Ivy Growth Fund $26,792, $70,092 and $______,
                    respectively, in sales commissions, of which $4,463,
          $10,667 and
                    $_____, respectively, was retained after dealers'
          re-allowances. 
                    During the period from January 1, 1993 to September 30,
          1993,
                    MIMI received no CDSCs.  During the period from October
          1, 1993
                    to December 31, 1993 and during the fiscal years ended
          December
                    31, 1994 and 1995, MIFDI received $0, $4,669 and
          $_______,
                    respectively, in CDSCs paid upon certain redemptions of
          Class B
                    shares of Ivy Growth Fund, of which $0, $_____ and
          $______,
                    respectively, was retained after dealers'
          re-allowances.    

                          During the period from January 1, 1993 to
          September 30,
                    1993, MIMI received from sales of Class A shares of Ivy
          Growth
                    with Income Fund $145,295 in sales commissions, of
          which $23,818
                    was retained after dealers' re-allowances.  During the
          period
                    from October 1, 1993 to December 31, 1993 and during
          the fiscal
                    years ended December 31, 1994 and 1995, MIFDI received
          from sales
                    of Class A shares of the Fund $60,844, $236,691 and
          $_________,
























                    respectively, in sales commissions, of which $9,974,
          $37,077 and
                    $_______, respectively, was retained after dealers' re-
                    allowances.  During the period from January 1, 1993 to
                    September 30, 1993, MIMI received no CDSCs.  During the
          period
                    from October 1, 1993 to December 31, 1993 and during
          the fiscal
                    year ended December 31, 1994, MIFDI received no CDSCs. 
          During
                    the fiscal year ended December 31, 1995, MIFDI received
          $________
                    in CDSCs paid upon certain redemptions of Class B
          shares of Ivy
                    Growth with Income Fund, of which $_____ was retained
          after
                    dealers' re-allowances.    

                         Since the inception date for Class C shares of
          each Fund is
                    April 30, 1996, no payments were made in connection
          with the sale
                    of Class C shares with respect to any Fund during the
          relevant
                    time periods.    

                         Each Distribution Agreement will continue in
          effect for
                    successive one-year periods, provided that such
          continuance is
                    specifically approved at least annually by the vote of
          a majority
                    of the Independent Trustees, cast in person at a
          meeting called
                    for that purpose and by the vote of either a majority
          of the
                    entire Board or a majority of the outstanding voting
          securities
                    of each Fund.  Each Distribution Agreement may be
          terminated with
                    respect to a particular Fund at any time, without
          payment of any
                    penalty, by MIFDI on 60 days' written notice to the
          Fund or by
                    the Fund by vote of either a majority of the
          outstanding voting
                    securities of the Fund or a majority of the Independent
          Trustees
                    on 60 days' written notice to MIFDI.  Each Distribution
          Agreement
                    shall terminate automatically in the event of its
          assignment.    














                         RULE 18F-3 PLAN.  On February 23, 1995, the SEC
          adopted Rule
                    18f-3 under the 1940 Act, which permits a registered
          open-end
                    investment company whose shares are registered on Form
          N-1A to
                    issue multiple classes of shares in accordance with a
          written
                    plan approved by the investment company's board of
                    directors/trustees and filed with the SEC.  At a
          meeting held on
                    December 1-2, 1995, the Board adopted a multi-class
          plan (the
                    "Rule 18f-3 plan") on behalf of each Fund.  The key
          features of
                    the Rule 18f-3 plan are as follows:  (i) shares of each
          class of
                    a Fund represent an equal pro rata interest in that
          Fund and
                    generally have identical voting, dividend, liquidation,
          and other
                    rights, preferences, powers, restrictions, limitations,
                    qualifications, terms and conditions, except that each
          class
                    bears certain class-specific expenses and has separate
          voting
                    rights on certain matters that relate solely to that
          class or in
                    which the interests of shareholders of one class differ
          from the
                    interests of shareholders of another class; (ii)
          subject to
                    certain limitations described in the Prospectus, shares
          of a
                    particular class of a Fund may be exchanged for shares
          of the
                    same class of another Ivy or Mackenzie fund; and (iii) 
          a Fund's
                    Class B shares will convert automatically into Class A
          shares of
                    that Fund after a period of eight years, based on the
          relative
                    net asset value of such shares at the time of
          conversion.
























                         RULE 12B-1 DISTRIBUTION PLANS.  The Trust has
          adopted on
                    behalf of each Fund, in accordance with Rule 12b-1
          under the 1940
                    Act, separate distribution plans pertaining to the
          Funds'
                    Class A, Class B and Class C shares (each, a "Plan"). 
          In
                    adopting each Plan, a majority of the Independent
          Trustees have
                    concluded in conformity with the requirements of the
          1940 Act
                    that there is a reasonable likelihood that each Plan
          will benefit
                    each respective Fund and its shareholders.  The
          Trustees of the
                    Trust believe that the Plans should result in greater
          sales
                    and/or fewer redemptions of each Fund's shares,
          although it is
                    impossible to know for certain the level of sales and
          redemptions
                    of a Fund's shares in the absence of a Plan or under an
                    alternative distribution arrangement.    

                         Under each Plan, each Fund pays MIFDI a service
          fee, accrued
                    daily and paid monthly, at the annual rate of up to
          0.25% of the
                    average daily net assets attributable to its Class A,
          Class B or
                    Class C shares, as the case may be.  The services for
          which
                    service fees may be paid include, among other services,
          advising
                    clients or customers regarding the purchase, sale or
          retention of
                    shares of the Fund, answering routine inquiries
          concerning the
                    Fund and assisting shareholders in changing options or
          enrolling
                    in specific plans.  Pursuant to each Plan, service fee
          payments
                    made out of or charged against the assets attributable
          to a
                    Fund's Class A, Class B or Class C shares must be in
                    reimbursement for services rendered for or on behalf of
          that
                    Class of that Fund.  The expenses not reimbursed in any
          one given
                    month may be reimbursed in a subsequent month.    













                         Under the Funds' Class B and Class C Plans, each
          Fund also
                    pays MIFDI a distribution fee, accrued daily and paid
          monthly, at
                    the annual rate of 0.75% of the average daily net
          assets
                    attributable to its Class B or Class C shares.  MIFDI
          may reallow
                    to dealers all or a portion of the service and
          distribution fees
                    as MIFDI may determine from time to time.  The
          distribution fee
                    compensates MIFDI for expenses incurred in connection
          with
                    activities primarily intended to result in the sale of
          the Funds'
                    Class B or Class C shares, including the printing of
          prospectuses
                    and reports for persons other than existing
          shareholders and the
                    preparation, printing and distribution of sales
          literature and
                    advertising materials.  Under the Funds' Class B and
          Class C
                    Plans, MIFDI may include interest, carrying or other
          finance
                    charges in its calculation of distribution expenses, if
          not
                    prohibited from doing so pursuant to an order of or a
          regulation
                    adopted by the SEC.    

                         Among other things, each Plan provides that (1)
          MIFDI will
                    submit to the Board at least quarterly, and the
          Trustees will
                    review, written reports regarding all amounts expended
          under the
                    Plan and the purposes for which such expenditures were
          made;
                    (2) each Plan will continue in effect only so long as
          such
                    continuance is approved at least annually, and any
          material
                    amendment thereto is approved, by the votes of a
          majority of the
                    Board, including the Independent Trustees, cast in
          person at a























                    meeting called for that purpose; (3) payments by each
          Fund under
                    each Plan shall not be materially increased without the
                    affirmative vote of the holders of a majority of the
          outstanding
                    shares of the relevant class; and (4) while each Plan
          is in
                    effect, the selection and nomination of Trustees who
          are not
                    "interested persons" (as defined in the 1940 Act) of
          the Trust
                    shall be committed to the discretion of the Trustees
          who are not
                    "interested persons" of the Trust.

                         MIFDI may make payments for distribution
          assistance and for
                    administrative and accounting services from resources
          that may
                    include the management fees paid by a Fund.  MIFDI also
          may make
                    payments (such as the service fee payments described
          above) to
                    unaffiliated broker-dealers for services rendered in
          the
                    distribution of each Fund's shares.  To qualify for
          such
                    payments, shares may be subject to a minimum holding
          period. 
                    However, no such payments will be made to any dealer or
          broker if
                    at the end of each year the amount of shares held does
          not exceed
                    a minimum amount.  The minimum holding period and
          minimum level
                    of holdings will be determined from time to time by
          MIFDI.

                         A report of the amount expended pursuant to each
          Plan, and
                    the purposes for which such expenditures were incurred,
          must be
                    made to the Board for its review at least quarterly.

                         During the fiscal year ended June 30, 1994, the
          six-month
                    period ended December 31, 1994 and the fiscal year
          ended December













                    31, 1995 Ivy Bond Fund paid MIFDI $327,497, $146,362
          and
                    $273,837, respectively, pursuant to the Class A plan,
          and $693,
                    $7,469 and $36,359, respectively, pursuant to the Class
          B
                    plan.    

                         For the period from March 3, 1993 (commencement of
                    operations) to September 30, 1993, Ivy Emerging Growth
          Fund paid
                    MIMI $3,137 pursuant to the Class A Plan.  For the
          period from
                    October 1, 1993 to December 31, 1993 and during the
          fiscal years
                    ended December 31, 1994 and 1995, the Fund paid MIFDI
          $7,644,
                    $41,576 and $70,182, respectively, pursuant to the
          Class A Plan. 
                    For the period from October 23, 1993 (the date on which
          Class B
                    shares of Ivy Emerging Growth Fund were first offered
          for sale to
                    the public) to December 31, 1993 and during the fiscal
          years
                    ended December 31, 1994 and 1995, Ivy Emerging Growth
          Fund paid
                    MIFDI $1,235,$32,179 and $93,593, respectively,
          pursuant to the
                    Class B Plan.    

                         For the period from January 1, 1993 to September
          30, 1993,
                    Ivy Growth Fund paid MIMI $36,753 pursuant to the Class
          A Plan. 
                    For the period from October 1, 1993 to December 31,
          1993, and for
                    the fiscal years ended December 31, 1994 and 1995, Ivy
          Growth
                    Fund paid MIFDI $21,315, $89,478 and $115,730,
          respectively,
                    pursuant to the Class A Plan.  For the period from
          October 23,
                    1993 (the date on which Class B shares of Ivy Growth
          Fund were
                    first offered for sale to the public) to December 31,
          1993, and
                    during the fiscal year ended December 31, 1994 and
          1995, Ivy























                    Growth Fund paid MIFDI $109, $6,983 and $20,164,
          respectively,
                    pursuant to the Class B Plan.     

                         For the period from January 1, 1993 to September
          30, 1993,
                    Ivy Growth with Income Fund paid MIMI $8,540 pursuant
          to the
                    Class A Plan.  For the period from October 1, 1993 to
                    December 31, 1993 and for the fiscal years ended
          December 31,
                    1994 and 1995, Ivy Growth with Income Fund paid MIFDI
          $2,459,
                    $34,975 , and $105,143, respectively, pursuant to the
          Class A
                    Plan.  For the period from October 23, 1993 (the date
          on which
                    Class B shares of Ivy Growth with Income Fund were
          first offered
                    for sale to the public) to December 31, 1993 and for
          the fiscal
                    years ended December 31, 1994 and 1995, Ivy Growth with
          Income
                    Fund paid MIFDI $312, $38,866 and $76,355,
          respectively, pursuant
                    to the Class B Plan.    

                         Since the inception date for Class C shares is
          April 30,
                    1996, no payments were made under the Funds' Class C
          Plan during
                    the relevant time periods.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Bond Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    












                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Bond Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Emerging Growth Fund:  advertising, $_____; printing
          and mailing
                    of prospectuses to persons other than current
          shareholders,
                    $_____; compensation to dealers, $_____; compensation
          to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Emerging Growth Fund:  advertising, $_____; printing
          and mailing
                    of prospectuses to persons other than current
          shareholders,

























                    $_____; compensation to dealers, $_____; compensation
          to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Growth Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Growth Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Growth with Income Fund:  advertising, $_____; printing
          and
                    mailing of prospectuses to persons other than current
                    shareholders, $_____; compensation to dealers, $_____;
                    compensation to sales personnel,$_____; seminars and
          meetings,
                    $_____; travel and entertainment, $_____; general and
                    administrative, $_____; telephone, $_____; and
          occupancy and












                    equipment rental, $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Growth with Income Fund:  advertising, $_____; printing
          and
                    mailing of prospectuses to persons other than current
                    shareholders, $_____; compensation to dealers, $_____;
                    compensation to sales personnel,$_____; seminars and
          meetings,
                    $_____; travel and entertainment, $_____; general and
                    administrative, $_____; telephone, $_____; and
          occupancy and
                    equipment rental, $_____.    

                         Since the inception date for Class C shares of
          each Fund is
                    April 30, 1996, no payments were made in marketing
          Class C shares
                    of any Fund during the relevant time period.    

                         Each Plan may be amended at any time with respect
          to the
                    class of shares of the particular Fund to which the
          Plan relates
                    by vote of the Trustees, including a majority of the
          Independent
                    Trustees, cast in person at a meeting called for the
          purpose of












                    considering such amendment.  Each Plan may be
          terminated with
                    respect to the class of shares of the particular Fund
          to which
                    the Plan relates at any time, without payment of any
          penalty, by
                    vote of a majority of the Independent Trustees, or by
          vote of a
                    majority of the outstanding voting securities of that
          class.













                         If the Distribution Agreement or the Distribution
          Plans are
                    terminated (or not renewed) with respect to one or more
          funds (or
                    Class of shares thereof) of the Trust, they may
          continue in
                    effect with respect to any fund (or Class of shares
          thereof) as
                    to which they have not been terminated (or have been
          renewed).

                    CUSTODIAN

                         Brown Brothers Harriman & Co. ("Brown Brothers"),
          a private
                    bank and member of the principal securities exchanges,
          located at
                    40 Water Street, Boston, Massachusetts 02109 (the
          "Custodian"),
                    has been retained to act as the Trust's Custodian for
          assets of
                    each Fund held in the United States.  Rules adopted
          under the
                    1940 Act permit the Trust to maintain its foreign
          securities and
                    cash in the custody of certain eligible foreign banks
          and
                    securities depositories.  Pursuant to those rules,
          Brown Brothers
                    has entered into subcustodial agreements for the
          holding of each
                    Fund's foreign securities.  With respect to each Fund,
          Brown
                    Brothers may receive, as partial payment for its
          services, a
                    portion of the Trust's brokerage business, subject to
          its ability
                    to provide best price and execution. 

                    FUND ACCOUNTING SERVICES

                         Pursuant to a Fund Accounting Services Agreement,
          MIMI
                    provides certain accounting and pricing services for
          each Fund. 
                    As compensation for those services, Ivy Bond Fund pays
          MIMI a
                    monthly fee plus out-of-pocket expenses as incurred. 
          The monthly
                    fee is based upon the net assets of the particular Fund
          at the
                    preceding month end at the following rates:  $1,000
          when the net













                    assets are less than $20 million; $1,500 when the net
          assets are
                    $20 to $75 million; $4,000 when the net assets are $75
          to $100
                    million; and $6,000 when the net assets are over $100
          million.  

                         For the fiscal years ended June 30, 1993 and 1994,
          the six
                    months ended December 31, 1994 and the fiscal year
          ended December
                    31, 1995, Ivy Bond Fund paid $84,116, $85,737, $45,015
          and
                    $102,160, respectively, to MIMI under such agreement. 
          During the
                    period from March 3, 1993 to December 31, 1993 and
          during the
                    fiscal years ended December 31, 1994 and 1995 Ivy
          Emerging Growth
                    Fund paid MIMI $12,798, $31,948 and $45,324,
          respectively, under
                    such agreement.  During the period from January 25,
          1993 through
                    December 31, 1993 and during the fiscal years ended
          December 31,
                    1994 and 1995, Ivy Growth Fund paid MIMI $101,323,
          $103,232 and
                    $103,945, respectively under such agreement.  During
          the period
                    from April 1, 1993 through December 31, 1993 and the
          fiscal years
                    ended December 31, 1994 and 1995, Ivy Growth with
          Income Fund













                    paid MIMI $24,500, $33,702 and $60,915, respectively,
          pursuant to
                    such agreement.    

                    TRANSFER AGENT AND DIVIDEND PAYING AGENT

                         Pursuant to a Transfer Agency and Shareholder
          Service












                    Agreement, MIISC, a wholly owned subsidiary of MIMI, is
          the
                    transfer agent for each Fund.  Each Fund (except for
          Ivy Bond
                    Fund) pays a monthly fee at an annual rate of $20.00
          per open
                    account.  Ivy Bond Fund pays $20.75 per open account
          for Class A,
                    Class B and Class C and $10.25 per open account for
          Class I.  In
                    addition, each Fund pays a monthly fee at an annual
          rate of $4.36
                    per account that is closed plus certain out-of-pocket
          expenses. 
                    Such fees and expenses for the fiscal year ended
          December 31,
                    1995 for Ivy Bond Fund, Ivy Emerging Growth Fund, Ivy
          Growth Fund
                    and Ivy Growth with Income Fund totalled $198,311,
          $130,012,
                    $1,104,622 and $280,966, respectively.

                    ADMINISTRATOR

                    
    
     Pursuant to an Administrative Services Agreement,
          MIMI
                    provides certain administrative services to each Fund. 
          As
                    compensation for these services, each Fund except for
          Ivy Bond
                    Fund with respect to its Class I shares only pays MIMI
          a monthly
                    fee at the annual rate of .10% of that Fund's average
          daily net
                    assets.  Ivy Bond Fund pays MIMI a monthly fee at the
          annual rate
                    of .01% of its average daily net assets for Class I. 
          Such fees
                    for the fiscal year ended December 31, 1995 for Ivy
          Bond Fund,
                    Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy
          Growth with
                    Income Fund totalled $113,170, $37,434, $268,046 and
          $60,681,
                    respectively.    

                    AUDITORS

                         Coopers & Lybrand L.L.P., independent certified
          public
                    accountants, 200 East Las Olas Boulevard, Suite 1700,
          Ft.
                    Lauderdale, Florida 33301, has been selected as
          auditors for the












                    Trust.  The audit services performed by Coopers &
          Lybrand L.L.P.,
                    include audits of the annual financial statements of
          each of the
                    funds of the Trust.  Other services provided
          principally relate
                    to filings with the SEC and the preparation of the
          Trust's tax
                    returns.

                                     CAPITALIZATION AND VOTING RIGHTS

                         Ivy Bond Fund results from a reorganization of
          Mackenzie
                    Fixed Income Trust, a series of Mackenzie Series Trust,
          which
                    reorganization was approved by shareholders of the Fund
          on
                    December 15, 1994.  The capitalization of the Trust
          consists of
                    an unlimited number of shares of beneficial interest
          (no par
                    value per share).  When issued, shares of each class of
          each Fund
                    are fully paid, non-assessable, redeemable and fully
                    transferable.  No class of shares of any Fund has
          preemptive
                    rights or subscription rights.












                         The Amended and Restated Declaration of Trust
          permits the
                    Trustees to create separate series or portfolios and to
          divide
                    any series or portfolio into one or more classes.  The
          Trustees
                    have authorized thirteen series, each of which
          represents a fund. 
                    The Trustees have further authorized the issuance of
          Classes A, B
                    and C for Ivy Global Fund, Ivy Growth Fund, Ivy
          Emerging Growth
                    Fund, Ivy Growth with Income Fund, Ivy Money Market
          Fund, Ivy












                    China Region Fund, Ivy Latin America Strategy Fund, Ivy
          New
                    Century Fund, Ivy International Fund, Ivy Canada Fund,
          Ivy Bond
                    Fund and Ivy International Bond Fund, as well as Class
          A, B and I
                    for Ivy Short-Term Bond Fund, Class I for Ivy
          International Fund
                    and Ivy Bond Fund, and Class D for Ivy Growth with
          Income Fund.
                    [FN][The Class D shares of Ivy Growth with Income Fund
          were
                    initially issued as "Ivy Growth with Income Fund --
          Class C" to
                    shareholders of Mackenzie Growth & Income Fund, a
          former series
                    of the Company, in connection with the reorganization
          between
                    that fund and Ivy Growth with Income Fund, and are not
          offered
                    for sale to the public.  On February 29, 1996, the
          Trustees of
                    the Trust resolved by written consent to establish a
          new class of
                    shares designated as "Class C" for all Ivy Fund
          portfolios (other
                    than Ivy Short-Term Bond Fund), and to redesignate the
          shares of
                    beneficial interest of "Ivy Growth with Income
          Fund--Class C" as
                    shares of beneficial interest of "Ivy Growth with
          Income Fund--
                    Class D," which establishment and redesignation,
          respectively,
                    are to become effective on April 30, 1996. The voting,
          dividend,
                    liquidation and other rights, preferences, powers,
          restrictions,
                    limitations, qualifications, terms and conditions of
          the Class D
                    shares of Ivy Growth with Income Fund, as set forth in
          Ivy Fund's
                    Declaration of Trust, as amended from time to time,
          will not be
                    changed by this redesignation.]    

                         Shareholders have the right to vote for the
          election of
                    Trustees of the Trust and on any and all matters on
          which they
                    may be entitled to vote by law or by the provisions of
          the
                    Trust's By-Laws.  The Trust is not required to hold a
          regular












                    annual meeting of shareholders, and it does not intend
          to do so. 
                    Shares of each class of each Fund entitle their holders
          to one
                    vote per share (with proportionate voting for
          fractional shares). 
                    On matters affecting only one Fund, only the
          shareholders of that
                    Fund are entitled to vote.  All classes of shares of a
          Fund will
                    vote together, except with respect to the distribution
          plan
                    applicable to that Fund's Class A, Class B or Class C
          shares or
                    when a class vote is required by the 1940 Act.  On
          matters
                    relating to all funds of the Trust, but affecting the
          funds
                    differently, separate votes by the shareholders of each
          fund are
                    required.  Approval of an investment advisory agreement
          and a
                    change in fundamental policies would be regarded as
          matters
                    requiring separate voting by the shareholders of each
          fund of the
                    Trust.  If the Trustees determine that a matter does
          not affect
                    the interests of a Fund, then the shareholders of that
          Fund will
                    not be entitled to vote on that matter.  Matters that
          affect the
                    Trust in general, such as ratification of the selection
          of
                    independent public accountants, will be voted upon
          collectively
                    by the shareholders of all funds of the Trust.    












                         As used in this SAI and the Prospectus, the phrase
          "majority
                    vote of the outstanding shares" of a Fund means the
          vote of the













                    lesser of:  (1) 67% of the shares of that Fund (or of
          the Trust)
                    present at a meeting if the holders of more than 50% of
          the
                    outstanding shares are present in person or by proxy;
          or (2) more
                    than 50% of the outstanding shares of that Fund (or of
          the
                    Trust).

                         With respect to the submission to shareholder vote
          of a
                    matter requiring separate voting by a Fund, the matter
          shall have
                    been effectively acted upon with respect to that Fund
          if a
                    majority of the outstanding voting securities of that
          Fund votes
                    for the approval of the matter, notwithstanding that: 
          (1) the
                    matter has not been approved by a majority of the
          outstanding
                    voting securities of any other fund of the Trust; or
          (2) the
                    matter has not been approved by a majority of the
          outstanding
                    voting securities of the Trust.

                         The Amended and Restated Declaration of Trust
          provides that
                    the holders of not less than two-thirds of the
          outstanding shares
                    of the Trust may remove a person serving as trustee
          either by
                    declaration in writing or at a meeting called for such
          purpose. 
                    The Trustees are required to call a meeting for the
          purpose of
                    considering the removal of a person serving as Trustee
          if
                    requested in writing to do so by the holders of not
          less than 10%
                    of the outstanding shares of the Trust.  Shareholders
          will be
                    assisted in communicating with other shareholders in
          connection
                    with the removal of a Trustee as if Section 26(c) of
          the Act were
                    applicable.

                         The Trust's shares do not have cumulative voting
          rights and
                    accordingly the holders of more than 50% of the
          outstanding












                    shares could elect the entire Board, in which case the
          holders of
                    the remaining shares would not be able to elect any
          Trustees.

                         To the knowledge of the Trust, as of January 31,
          1996, no
                    shareholder owned beneficially or of record 5% or more
          of any
                    Fund's outstanding Class A, Class B, Class C or Class I
          shares,
                    except that of the outstanding Class A shares of Ivy
          Emerging
                    Growth Fund, Amalgamated Bank of New York (custodian)
          FBO TWU-NYC
                    Private Bus Lines Pension Fund, P.O. Box 370 Cooper
          Station, New
                    York, New York 10003, owned of record 90,679.566 shares
          (5.48%);
                    and except that of the outstanding Class B shares of
          Ivy Growth
                    Fund, IBT (custodian) FBO G. Pattyson, P.O. Box 11,
          Terrace Bay,
                    Ontario, Canada POT 2W0, owned of record 14,617.961
          shares
                    (9.94%); and of the outstanding Class C shares of Ivy
          Growth with
                    Income Fund (which shares will be redesignated as Class
          D shares
                    of Ivy Growth with Income Fund, effective April 30,
          1996),
                    Resources Trust Co. (custodian) FBO J. McDonald, 109
          South
                    Street, Needham, Massachusetts 02192, owned of record
          8,037.952
                    shares (7.10%), and J. and L. Venner (trustees) FBO
          Clampo
                    Products Profit Sharing Plan, 1743 Wall Road,
          Wadsworth, Ohio
                    44281, owned of record 7,215.092 shares (6.37%).    


























                         Under Massachusetts law, the Trust's shareholders
          could,
                    under certain circumstances, be held personally liable
          for the
                    obligations of the Trust.  However, the Amended and
          Restated
                    Declaration of Trust disclaims liability of the
          shareholders,
                    Trustees or officers of the Trust for acts or
          obligations of the
                    Trust, which are binding only on the assets and
          property of the
                    Trust, and requires that notice of the disclaimer be
          given in
                    each contract or obligation entered into or executed by
          the Trust
                    or its Trustees.  The Amended and Restated Declaration
          of Trust
                    provides for indemnification out of Fund property for
          all loss
                    and expense of any shareholder of a Fund held
          personally liable
                    for the obligations of that Fund.  The risk of a
          shareholder of
                    the Trust incurring financial loss on account of
          shareholder
                    liability is limited to circumstances in which the
          Trust itself
                    would be unable to meet its obligations and, thus,
          should be
                    considered remote.  No series of the Trust is liable
          for the
                    obligations of any other series of the Trust.    

                                             NET ASSET VALUE

                         The share price, or value, for the separate
          Classes of
                    shares of a Fund is called the net asset value per
          share.  The
                    net asset value per share of a Fund is computed by
          dividing the
                    value of the assets of that Fund, less its liabilities,
          by the
                    number of shares of that Fund outstanding.  For
          purposes of
                    determining the aggregate net assets of a Fund, cash
          and
                    receivables will be valued at their realizable amounts. 
          A
                    security listed or traded on a recognized stock
          exchange or
                    NASDAQ is valued at its last sale price on the
          principal exchange












                    on which the security is traded.  The value of a
          foreign security
                    is determined in its national currency as of the normal
          close of
                    trading on the foreign exchange on which it is traded
          or as of
                    the close of regular trading on the Exchange, if that
          is earlier,
                    and that value is then converted into its U.S. dollar
          equivalent
                    at the foreign exchange rate in effect at noon, Eastern
          time, on
                    the day the value of the foreign security is
          determined.  If no
                    sale is reported at that time, the average between the
          current
                    bid and asked price is used.  All other securities for
          which OTC
                    market quotations are readily available are valued at
          the average
                    between the current bid and asked price.  Interest will
          be
                    recorded as accrued.  Securities and other assets for
          which
                    market prices are not readily available are valued at
          fair value
                    as determined by IMI and approved in good faith by the
          Board. 
                    Money market instruments of a Fund are valued at market
          value,
                    except that instruments maturing within 60 days of the
          valuation
                    date are valued at amortized cost.

                         A Fund's liabilities are allocated between its
          Classes.  The
                    total of such liabilities allocated to a Class plus
          that Class's
                    distribution fee and any other expenses specially
          allocated to
                    that Class are then deducted from the Class's
          proportionate
                    interest in that Fund's assets, and the resulting
          amount for each
                    Class is divided by the number of shares of that Class
                    outstanding to produce the net asset value per share.























                         Portfolio securities are valued and net asset
          value per
                    share is determined as of the close of regular trading
          on the
                    Exchange (normally 4:00 p.m., eastern time), every
          Monday through
                    Friday (exclusive of national business holidays).  The
          Trust's
                    offices will be closed, and net asset value will not be
                    calculated, on the following national business
          holidays:  New
                    Year's Day, Presidents Day, Good Friday, Memorial Day,
                    Independence Day, Labor Day, Veterans Day, Thanksgiving
          Day and
                    Christmas Day.  On those days when either or both of
          the Funds'
                    Custodian or the Exchange close early as a result of
          such day
                    being a partial holiday or otherwise, the right is
          reserved to
                    advance the time on that day by which purchase and
          redemption
                    requests must be received.

                         When a Fund writes an option, an amount equal to
          the premium
                    received by that Fund is included in that Fund's
          Statement of
                    Assets and Liabilities as an asset and as an equivalent
                    liability.  The amount of the liability will be
          subsequently
                    marked-to-market daily to reflect the current market
          value of the
                    option written.  The current market value of a written
          option is
                    the last sale on the principal exchange on which such
          option is
                    traded or, in the absence of a sale, the last offering
          price.

                         The premium paid by a Fund for the purchase of a
          call or a
                    put option will be deducted from its assets and an
          equal amount
                    will be included in the asset section of that Fund's
          Statement of
                    Assets and Liabilities as an investment and
          subsequently adjusted
                    to the current market value of the option.  For
          example, if the













                    current market value of the option exceeds the premium
          paid, the
                    excess would be unrealized appreciation and,
          conversely, if the
                    premium exceeds the current market value, such excess
          would be
                    unrealized depreciation.  The current market value of a
          purchased
                    option will be the last sale price on the principal
          exchange on
                    which the option is traded or, in the absence of a
          sale, the last
                    bid price.  If a Fund exercises a call option which it
          has
                    purchased, the cost of the security which that Fund
          purchased
                    upon exercise will be increased by the premium
          originally paid.

                         The sale of shares of a Fund will be suspended
          during any
                    period when the determination of its net asset value is
          suspended
                    pursuant to rules or orders of the SEC and may be
          suspended by
                    the Board whenever in its judgment it is in the best
          interest of
                    the particular Fund to do so.

                                            PORTFOLIO TURNOVER

                         Each Fund purchases securities that are believed
          by IMI to
                    have above average potential for capital appreciation. 
          Common
                    stocks are disposed of in situations where it is
          believed that
                    potential for such appreciation has lessened or that
          other common
                    stocks have a greater potential.  Therefore, a Fund may
          purchase
                    and sell securities without regard to the length of
          time the
                    security is to be, or has been, held.  A change in
          securities
                    held by a Fund is known as "portfolio turnover" and may
          involve























                    the payment by the Fund of dealer markup or
          underwriting
                    commission and other transaction costs on the sale of
          securities,
                    as well as on the reinvestment of the proceeds in other
                    securities.  A Fund's portfolio turnover rate is
          calculated by
                    dividing the lesser of purchases or sales of portfolio
          securities
                    for the most recently completed fiscal year by the
          monthly
                    average of the value of the portfolio securities owned
          by that
                    Fund during that year.  For purposes of determining a
          Fund's
                    portfolio turnover rate, all securities whose
          maturities at the
                    time of acquisition were one year or less are excluded. 
          The
                    annual portfolio turnover rates for the Funds are
          provided in the
                    Prospectus under "The Funds' Financial Highlights." 

                                               REDEMPTIONS

                         Shares of each Fund are redeemed at their net
          asset value
                    next determined after a proper redemption request has
          been
                    received by MIISC, less any applicable CDSC.

                         Unless a shareholder requests that the proceeds of
          any
                    redemption be wired to his or her bank account, payment
          for
                    shares tendered for redemption is made by check within
          seven days
                    after tender in proper form, except that the Trust
          reserves the
                    right to suspend the right of redemption or to postpone
          the date
                    of payment upon redemption beyond seven days, (i) for
          any period
                    during which the Exchange is closed (other than
          customary weekend
                    and holiday closings) or during which trading on the
          Exchange is
                    restricted, (ii) for any period during which an
          emergency exists













                    as determined by the SEC as a result of which disposal
          of
                    securities owned by a Fund is not reasonably
          practicable or it is
                    not reasonably practicable for the Fund to fairly
          determine the
                    value of its net assets, or (iii) for such other
          periods as the
                    SEC may by order permit for the protection of
          shareholders of a
                    Fund.

                         Under unusual circumstances, when the Board deems
          it in the
                    best interest of a Fund's shareholders, the Fund may
          make payment
                    for shares repurchased or redeemed in whole or in part
          in
                    securities of that Fund taken at current values.  If
          any such
                    redemption in kind is to be made, each Fund intends to
          make an
                    election pursuant to Rule 18f-1 under the 1940 Act. 
          This will
                    require the particular Fund to redeem with cash at a
                    shareholder's election in any case where the redemption
          involves
                    less than $250,000 (or 1% of that Fund's net asset
          value at the
                    beginning of each 90-day period during which such
          redemptions are
                    in effect, if that amount is less than $250,000). 
          Should payment
                    be made in securities, the redeeming shareholder may
          incur
                    brokerage costs in converting such securities to cash.

                         Subject to state law restrictions, the Trust may
          redeem
                    those accounts of shareholders who have maintained an
          investment,
                    including sales charges paid, of less than $1,000 in a
          Fund for a
                    period of more than 12 months.  All accounts below that
          minimum
                    will be redeemed simultaneously when MIMI deems it
          advisable. 























                    The $1,000 balance will be determined by actual dollar
          amounts
                    invested by the shareholder, unaffected by market
          fluctuations. 
                    The Trust will notify any such shareholder by certified
          mail of
                    its intention to redeem such account, and the
          shareholder shall
                    have 60 days from the date of such letter to invest
          such
                    additional sums as shall raise the value of such
          account above
                    that minimum.  Should the shareholder fail to forward
          such sum
                    within 60 days of the date of the Trust's letter of
          notification,
                    the Trust will redeem the shares held in such account
          and
                    transmit the redemption in value thereof to the
          shareholder. 
                    However, those shareholders who are investing pursuant
          to the
                    Automatic Investment Method will not be redeemed
          automatically
                    unless they have ceased making payments pursuant to the
          plan for
                    a period of at least six consecutive months, and these
                    shareholders will be given six-months' notice by the
          Trust before
                    such redemption.  Shareholders in a qualified
          retirement, pension
                    or profit sharing plan who wish to avoid tax
          consequences must
                    "rollover" any sum so redeemed into another qualified
          plan within
                    60 days.  The Trustees of the Trust may change the
          minimum
                    account size.

                         If a shareholder has given authorization for
          telephonic
                    redemption privilege, shares can be redeemed and
          proceeds sent by
                    Federal wire to a single previously designated bank
          account. 
                    Delivery of the proceeds of a wire redemption request
          of $250,000
                    or more may be delayed by a Fund for up to seven days
          if deemed













                    appropriate under then-current market conditions.  The
          Trust
                    reserves the right to change this minimum or to
          terminate the
                    telephonic redemption privilege without prior notice. 
          The Trust
                    cannot be responsible for the efficiency of the Federal
          wire
                    system of the shareholder's dealer of record or bank. 
          The
                    shareholder is responsible for any charges by the
          shareholder's
                    bank.

                         Each Fund employs reasonable procedures that
          require
                    personal identification prior to acting on redemption
          or exchange
                    instructions communicated by telephone to confirm that
          such
                    instructions are genuine.  In the absence of such
          instructions, a
                    Fund may be liable for any losses due to unauthorized
          or
                    fraudulent telephone instructions.

                                       CONVERSION OF CLASS B SHARES

                         As described in the Prospectus, Class B shares of
          each Fund
                    will automatically convert to Class A shares of the
          respective
                    Fund, based on the relative net asset values per share
          of the two
                    classes, no later than the month following the eighth
          anniversary
                    of the initial issuance of such Class B shares of the
          particular
                    Fund occurs.  For the purpose of calculating the
          holding period
                    required for conversion of Class B shares, the date of
          initial
                    issuance shall mean:  (1) the date on which such Class
          B shares
                    were issued, or (2) for Class B shares obtained through
          an
                    exchange, or a series of exchanges, (subject to the
          exchange
                    privileges for Class B shares) the date on which the
          original























                    Class B shares were issued.  For purposes of conversion
          of
                    Class B shares, Class B shares purchased through the
          reinvestment
                    of dividends and capital gain distributions paid in
          respect of
                    Class B shares will be held in a separate sub-account. 
          Each time
                    any Class B shares in the shareholder's regular account
          (other
                    than those shares in the sub-account) convert to Class
          A shares,
                    a pro rata portion of the Class B shares in the
          sub-account will
                    also convert to Class A shares.  The portion will be
          determined
                    by the ratio that the shareholder's Class B shares
          converting to
                    Class A shares bears to the shareholder's total Class B
          shares
                    not acquired through the reinvestment of dividends and
          capital
                    gain distributions.

                                                 TAXATION

                         The following is a general discussion of certain
          tax rules
                    thought to be applicable with respect to the Funds.  It
          is merely
                    a summary and is not an exhaustive discussion of all
          possible
                    situations or of all potentially applicable taxes. 
          Accordingly,
                    shareholders and prospective shareholders should
          consult a
                    competent tax advisor about the tax consequences to
          them of
                    investing in the Funds.

                         Each Fund intends to be taxed as a regulated
          investment
                    company under Subchapter M of the Code.  Accordingly,
          each Fund
                    must, among other things, (a) derive in each taxable
          year at













                    least 90% of its gross income from dividends, interest,
          payments
                    with respect to certain securities loans, and gains
          from the sale
                    or other disposition of stock, securities or foreign
          currencies,
                    or other income derived with respect to its business of
          investing
                    in such stock, securities or currencies; (b) derive in
          each
                    taxable year less than 30% of its gross income from the
          sale or
                    other disposition of certain assets held less than
          three months,
                    namely:  (i) stock or securities; (ii) options,
          futures, or
                    forward contracts (other than those on foreign
          currencies); or
                    (iii) foreign currencies (or options, futures, or
          forward
                    contracts on foreign currencies) that are not directly
          related to
                    the particular Fund's principal business of investing
          in stock or
                    securities (or options and futures with respect to
          stock or
                    securities) (the "30% Limitation"); and (c) diversify
          its
                    holdings so that, at the end of each fiscal quarter,
          (i) at least
                    50% of the market value of the particular Fund's assets
          is
                    represented by cash, U.S. Government securities, the
          securities
                    of other regulated investment companies and other
          securities,
                    with such other securities limited, in respect of any
          one issuer,
                    to an amount not greater than 5% of the value of the
          particular
                    Fund's total assets and 10% of the outstanding voting
          securities
                    of such issuer, and (ii) not more than 25% of the value
          of its
                    total assets is invested in the securities of any one
          issuer
                    (other than U.S. Government securities and the
          securities of
                    other regulated investment companies).

                         As a regulated investment company, each Fund
          generally will
                    not be subject to U.S. Federal income tax on its income
          and gains























                    that it distributes to shareholders, if at least 90% of
          its
                    investment company taxable income (which includes,
          among other
                    items, dividends, interest and the excess of any
          short-term
                    capital gains over long-term capital losses) for the
          taxable year
                    is distributed.  Each Fund intends to distribute all
          such income.

                         Amounts not distributed on a timely basis in
          accordance with
                    a calendar year distribution requirement are subject to
          a
                    nondeductible 4% excise tax at the Fund level.  To
          avoid the tax,
                    each Fund must distribute during each calendar year,
          (1) at least
                    98% of its ordinary income (not taking into account any
          capital
                    gains or losses) for the calendar year, (2) at least
          98% of its
                    capital gains in excess of its capital losses (adjusted
          for
                    certain ordinary losses) for a one-year period
          generally ending
                    on October 31 of the calendar year, and (3) all
          ordinary income
                    and capital gains for previous years that were not
          distributed
                    during such years.  To avoid application of the excise
          tax, each
                    Fund intends to make distributions in accordance with
          the
                    calendar year distribution requirements.  A
          distribution will be
                    treated as paid on December 31 of the current calendar
          year if it
                    is declared by the particular Fund in October, November
          or
                    December of the year with a record date in such a month
          and paid












                    by that Fund during January of the following year. 
          Such
                    distributions will be taxable to shareholders in the
          calendar
                    year the distributions are declared, rather than the
          calendar
                    year in which the distributions are received.

                    OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS

                         Some of the options, futures and foreign currency
          forward
                    contracts in which a Fund may invest may be "section
          1256
                    contracts."  Gains (or losses) on these contracts
          generally are
                    considered to be 60% long-term and 40% short-term
          capital gains
                    or losses; however foreign currency gains or losses
          arising from
                    certain section 1256 contracts are ordinary in
          character.  Also,
                    section 1256 contracts held by a Fund at the end of
          each taxable
                    year (and on certain other dates prescribed in the
          Code) are
                    "marked-to-market" with the result that unrealized
          gains or
                    losses are treated as though they were realized.

                         The transactions in options, futures and forward
          contracts
                    undertaken by a Fund may result in "straddles" for
          Federal income
                    tax purposes.  The straddle rules may affect the
          character of
                    gains or losses realized by a Fund.  In addition,
          losses realized
                    by a Fund on positions that are part of a straddle may
          be
                    deferred under the straddle rules, rather than being
          taken into
                    account in calculating the taxable income for the
          taxable year in
                    which such losses are realized.  Because only a few
          regulations
                    implementing the straddle rules have been promulgated,
          the
                    consequences of such transactions to a Fund are not
          entirely
                    clear.  The straddle rules may increase the amount of
          short-term
                    capital gain realized by a Fund, which is taxed as
          ordinary












                    income when distributed to shareholders.













                         A Fund may make one or more of the elections
          available under
                    the Code which are applicable to straddles.  If a Fund
          makes any
                    of the elections, the amount, character and timing of
          the
                    recognition of gains or losses from the affected
          straddle
                    positions will be determined under rules that vary
          according to
                    the election(s) made.  The rules applicable under
          certain of the
                    elections may operate to accelerate the recognition of
          gains or
                    losses from the affected straddle positions.

                         Because application of the straddle rules may
          affect the
                    character of gains or losses, defer losses and/or
          accelerate the
                    recognition of gains or losses from the affected
          straddle
                    positions, the amount which must be distributed to
          shareholders
                    as ordinary income or long-term capital gain, may be
          increased or
                    decreased substantially as compared to a fund that did
          not engage
                    in such transactions. 

                         The 30% Limitation and the diversification
          requirements
                    applicable to a Fund's assets may limit the extent to
          which a
                    Fund will be able to engage in transactions in options,
          futures
                    and forward contracts.

                    CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES 













                         Gains or losses attributable to fluctuations in
          exchange
                    rates which occur between the time a Fund accrues
          receivables or
                    liabilities denominated in a foreign currency and the
          time the
                    Fund actually collects such receivables or pays such
          liabilities
                    generally are treated as ordinary income or ordinary
          loss. 
                    Similarly, on disposition of some investments,
          including debt
                    securities denominated in a foreign currency and
          certain options,
                    futures and forward contracts, gains or losses
          attributable to
                    fluctuations in the value of the foreign currency
          between the
                    date of acquisition of the security or contract and the
          date of
                    disposition also are treated as ordinary gain or loss. 
          These
                    gains and losses, referred to under the Code as
          "section 988"
                    gains or losses, increase or decrease the amount of a
          Fund's
                    investment company taxable income available to be
          distributed to
                    its shareholders as ordinary income.  If section 988
          losses
                    exceed other investment company taxable income during a
          taxable
                    year, a Fund would not be able to make any ordinary
          dividend
                    distributions, or distributions made before the losses
          were
                    realized would be recharacterized as a return of
          capital to
                    shareholders, rather than as an ordinary dividend,
          reducing each
                    shareholder's basis in his or her Fund shares.

                    INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES

                         A Fund may invest in shares of foreign
          corporations which
                    may be classified under the Code as passive foreign
          investment
                    companies ("PFICs").  In general, a foreign corporation
          is
                    classified as a PFIC if at least one-half of its assets
                    constitute investment-type assets, or 75% or more of
          its gross













                    income is investment-type income.  If a Fund receives a
          so-called












                    "excess distribution" with respect to PFIC stock, a
          Fund itself
                    may be subject to a tax on a portion of the excess
          distribution,
                    whether or not the corresponding income is distributed
          by a Fund
                    to shareholders.  In general, under the PFIC rules, an
          excess
                    distribution is treated as having been realized ratably
          over the
                    period during which a Fund held the PFIC shares.  A
          Fund itself
                    will be subject to tax on the portion, if any, of an
          excess
                    distribution that is so allocated to prior Fund taxable
          years and
                    an interest factor will be added to the tax, as if the
          tax had
                    been payable in such prior taxable years.  Certain
          distributions
                    from a PFIC as well as gain from the sale of PFIC
          shares are
                    treated as excess distributions.  Excess distributions
          are
                    characterized as ordinary income even though, absent
          application
                    of the PFIC rules, certain excess distributions might
          have been
                    classified as capital gain.

                         A Fund may be eligible to elect alternative tax
          treatment
                    with respect to PFIC shares.  Under an election that
          currently is
                    available in some circumstances, a Fund generally would
          be
                    required to include in its gross income its share of
          the earnings
                    of a PFIC on a current basis, regardless of whether
          distributions












                    are received from the PFIC in a given year.  If this
          election
                    were made, the special rules, discussed above, relating
          to the
                    taxation of excess distributions, would not apply.  In
          addition,
                    other elections may become available that would affect
          the tax
                    treatment of PFIC shares held by a Fund.

                    DEBT SECURITIES ACQUIRED AT A DISCOUNT

                         Some of the debt securities (with a fixed maturity
          date of
                    more than one year from the date of issuance) that may
          be
                    acquired by a Fund may be treated as debt securities
          that are
                    issued originally at a discount.  Generally, the amount
          of the
                    original issue discount ("OID") is treated as interest
          income and
                    is included in income over the term of the debt
          security, even
                    though payment of that amount is not received until a
          later time,
                    usually when the debt security matures.

                         Some of the debt securities (with a fixed maturity
          date of
                    more than one year from the date of issuance) that may
          be
                    acquired by a Fund in the secondary market may be
          treated as
                    having market discount.  Generally, gain recognized on
          the
                    disposition of, and any partial payment of principal
          on, a debt
                    security having market discount is treated as ordinary
          income to
                    the extent the gain, or principal payment, does not
          exceed the
                    "accrued market discount" on such debt security.  In
          addition,
                    the deduction of any interest expenses attributable to
          debt
                    securities having market discount may be deferred. 
          Market
                    discount generally accrues in equal daily installments. 
          A Fund
                    may make one or more of the elections applicable to
          debt
                    securities having market discount, which could affect
          the












                    character and timing of recognition of income.














                         Some debt securities (with a fixed maturity date
          of one year
                    or less from the date of issuance) that may be acquired
          by a Fund
                    may be treated as having acquisition discount, or OID
          in the case
                    of certain types of debt securities.  Generally, a Fund
          will be
                    required to include the acquisition discount, or OID,
          in income
                    over the term of the debt security, even though payment
          of that
                    amount is not received until a later time, usually when
          the debt
                    security matures.  A Fund may make one or more of the
          elections
                    applicable to debt securities having acquisition
          discount, or
                    OID, which could affect the character and timing of
          recognition
                    of income.

                         A Fund generally will be required to distribute
          dividends to
                    shareholders representing discount on debt securities
          that is
                    currently includible in income, even though cash
          representing
                    such income may not have been received by a Fund.  Cash
          to pay
                    such dividends may be obtained from sales proceeds of
          securities
                    held by a Fund.

                    DISTRIBUTIONS

                         Distributions of investment company taxable income
          are













                    taxable to a U.S. shareholder as ordinary income,
          whether paid in
                    cash or shares.  Dividends paid by a Fund to a
          corporate
                    shareholder, to the extent such dividends are
          attributable to
                    dividends received from U.S. corporations by the Fund,
          may
                    qualify for the dividends received deduction. However,
          the
                    revised alternative minimum tax applicable to
          corporations may
                    reduce the value of the dividends received deduction.
                    Distributions of net capital gains (the excess of net
          long-term
                    capital gains over net short-term capital losses), if
          any,
                    designated by a Fund as capital gain dividends, are
          taxable as
                    long-term capital gains, whether paid in cash or in
          shares,
                    regardless of how long the shareholder has held a
          Fund's shares
                    and are not eligible for the dividends received
          deduction. 
                    Shareholders receiving distributions in the form of
          newly issued
                    shares will have a cost basis in each share received
          equal to the
                    net asset value of a share of a Fund on the
          distribution date.  A
                    distribution of an amount in excess of a Fund's current
          and
                    accumulated earnings and profits will be treated by a
          shareholder
                    as a return of capital which is applied against and
          reduces the
                    shareholder's basis in his or her shares.  To the
          extent that the
                    amount of any such distribution exceeds the
          shareholder's basis
                    in his or her shares, the excess will be treated by the
                    shareholder as gain from a sale or exchange of the
          shares. 
                    Shareholders will be notified annually as to the U.S.
          Federal tax
                    status of distributions and shareholders receiving
          distributions
                    in the form of newly issued shares will receive a
          report as to
                    the net asset value of the shares received.

                         If the net asset value of shares is reduced below
          a












                    shareholder's cost as a result of a distribution by a
          Fund, such
                    distribution generally will be taxable even though it
          represents
                    a return of invested capital.  Investors should be
          careful to












                    consider the tax implications of buying shares just
          prior to a
                    distribution.  The price of shares purchased at this
          time may
                    reflect the amount of the forthcoming distribution. 
          Those
                    purchasing just prior to a distribution will receive a
                    distribution which generally will be taxable to them.

                    DISPOSITION OF SHARES

                         Upon a redemption, sale or exchange of his or her
          shares, a
                    shareholder will realize a taxable gain or loss
          depending upon
                    his or her basis in the shares.  Such gain or loss will
          be
                    treated as capital gain or loss if the shares are
          capital assets
                    in the shareholder's hands and generally will be
          long-term or
                    short-term, depending upon the shareholder's holding
          period for
                    the shares.  Any loss realized on a redemption sale or
          exchange
                    will be disallowed to the extent the shares disposed of
          are
                    replaced (including through reinvestment of dividends)
          within a
                    period of 61 days beginning 30 days before and ending
          30 days
                    after the shares are disposed of.  In such a case, the
          basis of
                    the shares acquired will be adjusted to reflect the
          disallowed













                    loss.  Any loss realized by a shareholder on the sale
          of Fund
                    shares held by the shareholder for six-months or less
          will be
                    treated for tax purposes as a long-term capital loss to
          the
                    extent of any distributions of capital gain dividends
          received or
                    treated as having been received by the shareholder with
          respect
                    to such shares.  

                         In some cases, shareholders will not be permitted
          to take
                    all or portion of their sales loads into account for
          purposes of
                    determining the amount of gain or loss realized on the
                    disposition of their shares.  This prohibition
          generally applies
                    where (1) the shareholder incurs a sales load in
          acquiring the
                    shares of a Fund, (2) the shares are disposed of before
          the 91st
                    day after the date on which they were acquired, and (3)
          the
                    shareholder subsequently acquires shares in a Fund or
          another
                    regulated investment company and the otherwise
          applicable sales
                    charge is reduced under a "reinvestment right" received
          upon the
                    initial purchase of Fund shares.  The term
          "reinvestment right"
                    means any right to acquire shares of one or more
          regulated
                    investment companies without the payment of a sales
          load or with
                    the payment of a reduced sales charge.  Sales charges
          affected by
                    this rule are treated as if they were incurred with
          respect to
                    the shares acquired under the reinvestment right.  This
          provision
                    may be applied to successive acquisitions of fund
          shares.

                    FOREIGN WITHHOLDING TAXES

                         Income received by a Fund from sources within a
          foreign
                    country may be subject to withholding and other taxes
          imposed by
                    that country.













                         If more than 50% of the value of a Fund's total
          assets at
                    the close of its taxable year consists of securities of
          foreign
                    corporations, the Fund will be eligible and may elect
          to "pass-












                    through" to that Fund's shareholders the amount of
          foreign income
                    and similar taxes paid by that Fund.  Pursuant to this
          election,
                    a shareholder will be required to include in gross
          income (in
                    addition to taxable dividends actually received) his or
          her pro
                    rata share of the foreign income and similar taxes paid
          by a
                    Fund, and will be entitled either to deduct his or her
          pro rata
                    share of foreign income and similar taxes in computing
          his or her
                    taxable income or to use it as a foreign tax credit
          against his
                    or her U.S. Federal income taxes, subject to
          limitations.  No
                    deduction for foreign taxes may be claimed by a
          shareholder who
                    does not itemize deductions.  Foreign taxes generally
          may not be
                    deducted by a shareholder that is an individual in
          computing the
                    alternative minimum tax.  Each shareholder will be
          notified
                    within 60 days after the close of a Fund's taxable year
          whether
                    the foreign taxes paid by the Fund will "pass-through"
          for that
                    year and, if so, such notification will designate (1)
          the
                    shareholder's portion of the foreign taxes paid to each
          such
                    country and (2) the portion of the dividend which
          represents












                    income derived from sources within each such country.

                         Generally, a credit for foreign taxes is subject
          to the
                    limitation that it may not exceed the shareholder's
          U.S. tax
                    attributable to his or her total foreign source taxable
          income. 
                    For this purpose, if a Fund makes the election
          described in the
                    preceding paragraph, the source of that Fund's income
          flows
                    through to its shareholders.  With respect to a Fund,
          gains from
                    the sale of securities generally will be treated as
          derived from
                    U.S. sources and section 988 gains will be treated as
          ordinary
                    income derived from U.S. sources.  The limitation on
          the foreign
                    tax credit is applied separately to foreign source
          passive
                    income, including foreign source passive income
          received from a
                    Fund.  In addition, the foreign tax credit may offset
          only 90% of
                    the revised alternative minimum tax imposed on
          corporations and
                    individuals.

                         The foregoing is only a general description of the
          foreign
                    tax credit under current law.  Because application of
          the credit
                    depends on the particular circumstances of each
          shareholder,
                    shareholders are advised to consult their own tax
          advisers.

                    BACKUP WITHHOLDING

                         Each Fund will be required to report to the
          Internal Revenue
                    Service ("IRS") all distributions as well as gross
          proceeds from
                    the redemption of the particular Fund's shares, except
          in the
                    case of certain exempt shareholders.  All such
          distributions and
                    proceeds will be subject to withholding of Federal
          income tax at
                    a rate of 31% ("backup withholding") in the case of
          non-exempt













                    shareholders if (1) the shareholder fails to furnish a
          Fund with
                    and to certify the shareholder's correct taxpayer
          identification
                    number or social security number, (2) the IRS notifies
          the
                    shareholder or the particular Fund that the shareholder
          has
                    failed to report properly certain interest and dividend
          income to
                    the IRS and to respond to notices to that effect, or
          (3) when












                    required to do so, the shareholder fails to certify
          that he or
                    she is not subject to backup withholding.  If the
          withholding
                    provisions are applicable, any such distributions or
          proceeds,
                    whether reinvested in additional shares or taken in
          cash, will be
                    reduced by the amounts required to be withheld.  

                         Distributions may also be subject to additional
          state, local
                    and foreign taxes depending on each shareholder's
          particular
                    situation.  Non-U.S. shareholders may be subject to
          U.S. tax
                    rules that differ significantly from those summarized
          above. 
                    This discussion does not purport to deal with all of
          the tax
                    consequences applicable to a Fund or shareholders. 
          Shareholders
                    are advised to consult their own tax advisers with
          respect to the
                    particular tax consequences to them of an investment in
          a Fund.

                                         PERFORMANCE INFORMATION














                         Performance information for the classes of shares
          of the
                    Funds may be compared, in reports and promotional
          literature, to: 
                    (i) the S&P 500 Index, the Dow Jones Industrial Average
          ("DJIA"),
                    or other unmanaged indices so that investors may
          compare each
                    Fund's results with those of a group of unmanaged
          securities
                    widely regarded by investors as representative of the
          securities
                    markets in general; (ii) other groups of mutual funds
          tracked by
                    Lipper Analytical Services, a widely used independent
          research
                    firm that ranks mutual funds by overall performance,
          investment
                    objectives and assets, or tracked by other services,
          companies,
                    publications or other criteria; and (iii) the Consumer
          Price
                    Index (measure for inflation) to assess the real rate
          of return
                    from an investment in a Fund.  Unmanaged indices may
          assume the
                    reinvestment of dividends but generally do not reflect
          deductions
                    or administrative and management costs and expenses. 
              

                         In addition, the Trust may, from time to time,
          include the
                    yield (with respect to Ivy Bond Fund only), the average
          annual
                    total return and the cumulative total return of shares
          of a Fund
                    in advertisements, promotional literature or reports to
                    shareholders or prospective investors.    

                         YIELD.  Quotations of yield for a specific Class
          of shares
                    of a Fund will be based on all investment income
          attributable to
                    that Class earned during a particular 30-day (or one
          month)
                    period (including dividends and interest), less
          expenses
                    attributable to that Class accrued during the period
          ("net
                    investment income"), and will be computed by dividing
          the net
                    investment income per share of that Class earned during
          the












                    period by the maximum offering price per share (in the
          case of
                    Class A shares) or the net asset value per share (in
          the case of
                    Class B and Class C shares) on the last day of the
          period,
                    according to the following formula:

                              YIELD     =    2[({(a-b)/cd} + 1){superscript
          6}-1]














                    Where:    a         =    dividends and interest earned
          during the
                                             period attributable to a
          specific Class
                                             of shares,

                              b         =    expenses accrued for the
          period
                                             attributable to that Class
          (net of
                                             reimbursements),

                              c         =    the average daily number of
          shares of
                                             that Class outstanding during
          the period
                                             that were entitled to receive
          dividends,
                                             and

                              d         =    the maximum offering price per
          share (in
                                             the case of Class A shares) or
          the net
                                             asset value per share (in the
          case of
                                             Class B shares, Class C shares
          and Class
                                             I shares) on the last day of
          the












                                             period.    

                         The yield for Class A and Class B shares of Ivy
          Bond Fund
                    for the 30-day period ended December 31, 1995 were
          7.68% and
                    7.04%, respectively.  As of December 31, 1995, there
          were no
                    outstanding Class I shares of Ivy Bond Fund.    

                         AVERAGE ANNUAL TOTAL RETURN.  Quotations of
          standardized
                    average annual total return ("Standardized Return") for
          a
                    specific Class of shares of a Fund will be expressed in
          terms of
                    the average annual compounded rate of return that would
          cause a
                    hypothetical investment in that Class of a Fund made on
          the first
                    day of a designated period to equal the ending
          redeemable value
                    ("ERV") of such hypothetical investment on the last day
          of the
                    designated period, according to the following formula:

                              P(1 + T){superscript n} = ERV

                    Where:    P    =    a hypothetical initial payment of
          $1,000 to
                                        purchase shares of a specific Class

                              T    =    the average annual total return of
          shares of
                                        that Class

                              n    =    the number of years

                              ERV  =    the ending redeemable value of a
          hypothetical
                                        $1,000 payment made at the
          beginning of the
                                        period.

                         For purposes of the above computation for a Fund,
          it is
                    assumed that all dividends and capital gains
          distributions made
                    by a Fund are reinvested at net asset value in
          additional shares
                    of the same Class during the designated period.  In
          calculating
                    the ending redeemable value for Class A shares and
          assuming












                    complete redemption at the end of the applicable
          period, the












                    maximum 5.75% (4.75% for Ivy Bond Fund) sales charge is
          deducted
                    from the initial $1,000 payment and, for Class B
          shares, the
                    applicable CDSC imposed upon redemption of Class B
          shares held
                    for the period is deducted.  Standardized Return
          quotations for
                    the Funds do not take into account any required
          payments for
                    federal or state income taxes.  Standardized Return
          quotations
                    for Class B shares for periods of over eight years will
          reflect
                    conversion of the Class B shares to Class A shares at
          the end of
                    the eighth year.  Standardized Return quotations are
          determined
                    to the nearest 1/100 of 1%.

                         A Fund may, from time to time, include in
          advertisements,
                    promotional literature or reports to shareholders or
          prospective
                    investors total return data that are not calculated
          according to
                    the formula set forth above ("Non-Standardized
          Return").  Neither
                    initial nor CDSCs are taken into account in calculating
          Non-
                    Standardized Return; a sales charge, if deducted, would
          reduce
                    the return.

                         The following tables summarize the calculation of
                    Standardized and Non-Standardized Return for the Class
          A, Class
                    B, Class C and Class I (for Ivy Bond Fund) shares of
          the Funds













                    for the periods indicated.  In determining the average
          annual
                    total return for a specific Class of shares of a Fund,
          recurring
                    fees, if any, that are charged to all shareholder
          accounts are
                    taken into consideration.  For any account fees that
          vary with
                    the size of the account of a Fund, the account fee used
          for
                    purposes of the following computations is assumed to be
          the fee
                    that would be charged to the mean account size of the
          particular
                    Fund.  Shares of Ivy Bond Fund outstanding as of March
          31, 1994
                    were designated Class A shares of the Fund.  Shares of
          each of
                    Ivy Emerging Growth Fund, Ivy Growth Fund and Ivy
          Growth with
                    Income Fund outstanding as of October 22, 1993 have
          been
                    redesignated as "Class A" shares of each respective
          Fund.    


                       IVY BOND FUND

                                                   STANDARDIZED RETURN[*]
                                      CLASS A[1] CLASS B[2] CLASS C[7]
          CLASS I[5]

                    One year ended
                      December 31,
                      1995:              11.83%     11.54%     N/A      
          N/A
                      
                    Five years ended
                      December 31,
                      1995:               8.91%     N/A        N/A      
          N/A

                    Ten years ended
                      December 31, 
                      1995:               8.93%     N/A        N/A      
          N/A

                    Inception[#] to























                      December 31,
                      1995:[6]            8.79%      5.60%     N/A      
          N/A


                                                NON-STANDARDIZED RETURN[**]
                                      CLASS A[3] CLASS B[4] CLASS C[7]
          CLASS I[5]

                    One year ended
                      December 31,
                      1995:              17.41%     16.54%     N/A      
          N/A

                    Five years ended
                      December 31,
                      1995:               9.98%     N/A        N/A      
          N/A

                    Ten years ended
                      December 31, 
                      1995:               9.47%     N/A        N/A      
          N/A

                    Inception[#] to
                      December 31,
                      1995:[6]            9.30%      7.77%%    N/A      
          N/A


                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 4.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.  Class I
          shares are
                         not subject to an initial or a CDSC; therefore,
          the Non-
                         Standardized Return figures would be identical to
          the
                         Standardized Return figures.














                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  Until December 31, 1994, MIMI served as investment
          adviser
                         to Ivy Bond Fund, which until that date was a
          series of
                         Mackenzie Series Trust.  The inception date for
          the Fund
                         (and the Class A shares of the Fund) was September
          6, 1985;
                         the inception date for the Class B and Class I
          shares of the
                         Fund was April 1, 1994; and the inception date for
          the Class
                         C shares of the Fund is April 30, 1996. 

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995, the five years ended
          December 31,
                         1995, the ten years ended December 31, 1995 and
          the period
                         from inception through December 31, 1995 would
          have been
                         11.83%, 8.88%, 2.21% and .79%, respectively.













                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 11.54%
          and 5.60%,












                         respectively.  (Since the inception date for Class
          B shares
                         of the Fund was April 1, 1994, there were no Class
          B shares
                         outstanding for the duration of the five year or
          ten year
                         periods ending December 31, 1995.)

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995,
          the five
                         years ended December 31, 1995, the ten years ended
          December
                         31, 1995 and the period from inception through
          December 31,
                         1995 would have been 17.41%, 9.95%, 2.73% and
          1.28%,
                         respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 16.54% and 7.77%, respectively.  (Since the
          inception
                         date for Class B shares of the Fund was April 1,
          1994, there
                         were no Class B shares outstanding for the
          duration of the
                         five year or ten year periods ending December 31,
          1995.)

                    [5]  No Class I shares were outstanding during the time
          periods
                         indicated.

                    [6]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [7]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding












                         during any of the relevant time periods.    


                       IVY EMERGING GROWTH FUND:


                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]    CLASS B[2]      CLASS
          C[6]

                    One year ended
                      December 31,
                      1995:              33.90%        36.03%          N/A
                      
                    Inception[#] to
                      December 31,
                      1995:[5]           29.89%        17.18%          N/A













                                       NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]    CLASS B[4]      CLASS
          C[6]

                    One year ended
                      December 31,
                      1995:              42.07%        41.03%          N/A

                    Inception[#] to
                      December 31,
                      1995:[5]           32.78%        18.29%          N/A


                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.












                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy Emerging Growth Fund
          was March 3,
                         1993.  Class A shares of the Fund were first
          offered for
                         sale to the public on April 30, 1993, and Class B
          shares of
                         the Fund were first offered for sale to the public
          on
                         October 23, 1993.  The inception date for the
          Class C shares
                         of the Fund was April 30, 1996

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 33.90%
          and 29.83%,
                         respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 36.03%
          and 17.09%,
                         respectively.

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 42.07% and 32.74%, respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense












                         reimbursement, the Non-Standardized Return for
          Class B












                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 41.03% and 18.22%, respectively.

                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    


                       IVY GROWTH FUND:

                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]    CLASS B[2]      CLASS
          C[6]

                    One year ended
                      December 31,
                      1995:            21.01%       21.13%            N/A
                      
                    Five years ended
                      December 31,
                      1995:            12.46%         N/A             N/A

                    Ten years ended
                      December 31, 
                      1995:            11.09%          N/A            N/A

                    Inception[#] to
                      December 31,
                      1995:[5]         10.57%         9.12%           N/A













                                       NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]    CLASS B[4]      CLASS
          C[6]

                    One year ended
                      December 31,
                      1995:            27.33%        26.13%           N/A

                    Five years ended
                      December 31,
                      1995:            13.80%          N/A            N/A

                    Ten years ended
                      December 31, 
                      1995:            11.75%          N/A            N/A

                    Inception[#] to
                      December 31,
                      1995:[5]         10.76%        10.34%            N/A














                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy Growth Fund (and for
          Class A
                         shares of the Fund) was March 1, 1984. The
          inception date













                         for Class B shares of the Fund was October 23,
          1993. The
                         inception date for Class C shares of the Fund is
          April 30,
                         1996

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995, the five years ended
          December 31,
                         1995, the ten years ended December 31, 1995 and
          the period
                         from inception through December 31, 1995 would
          have been
                         20.01%, 12.40%, 11.06% and 10.56%, respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 21.13%
          and 9.01%,
                         respectively.  (Since the inception date for Class
          B shares
                         of the Fund was October 23, 1993, there were no
          Class B
                         shares outstanding for the duration of the five
          year or ten
                         year periods ending December 31, 1995.)

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995,
          the five
                         years ended December 31, 1995, the ten years ended
          December
                         31, 1995 and the period from inception through
          December 31,
                         1995 would have been 27.33%, 13.74%, 11.72% and
          10.76%,
                         respectively.














                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 26.13% and 10.24%, respectively.  (Since the
          inception
                         date for Class B shares of the Fund was October
          23, 1993,
                         there were no Class B shares outstanding for the
          duration of
                         the five year or ten year periods ending December
          31, 1995.)













                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    


                       IVY GROWTH WITH INCOME FUND:

                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]    CLASS B[2]      CLASS
          C[6]

                    One year ended
                      December 31,
                      1995:              17.75%        18.94%           N/A
                      
                    Five years ended
                      December 31,












                      1995:              13.18%        N/A              N/A

                    Ten years ended
                      December 31, 
                      1995:              12.35%        N/A              N/A

                    Inception[#] to
                      December 31,
                      1995:[5]           14.53%         7.89%           N/A


                                       NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]    CLASS B[4]      CLASS
          C[6]

                    One year ended
                      December 31,
                      1995:              24.93%        23.94%          N/A

                    Five years ended
                      December 31,
                      1995:              14.53%        N/A             N/A

                    Ten years ended
                      December 31, 
                      1995:              13.01%        N/A             N/A

                    Inception[#] to
                      December 31,
                      1995:[5]           15.12%         9.13%          N/A


                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 












                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption












                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy Growth with Income Fund
          (and the
                         Class A shares of the Fund) was April 1, 1984; the
          inception
                         date for Class B shares of the Fund was October
          23, 1993;
                         and the inception date for the Class C shares of
          the Fund is
                         April 30, 1996.

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995, the five years ended
          December 31,
                         1995, the ten years ended December 31, 1995 and
          the period
                         from inception through December 31, 1995 would
          have been
                         17.75%, 13.16%, 12.33% and 14.52%, respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 18.94%
          and 7.89%,
                         respectively.  (Since the inception date for Class
          B shares
                         of the Fund was October 23, 1993, there were no
          Class B
                         shares outstanding for the duration of the five
          year or ten
                         year periods ending December 31, 1995.)

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A













                         shares for the one year ended December 31, 1995,
          the five
                         years ended December 31, 1995, the ten years ended
          December
                         31, 1995 and the period from inception through
          December 31,
                         1995 would have been 24.93%, 14.51%, 13.00% and
          15.10%,
                         respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 23.94% and 9.13%, respectively.  (Since the
          inception
                         date for Class B shares of the Fund was October
          23, 1993,
                         there were no Class B shares outstanding for the
          duration of
                         the five year or ten year periods ending December
          31, 1995.)

                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.














                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods. The
          inception of
                         Class C shares of the Fund will coincide with the













                         redesignation as "Class D" those shares of Ivy
          Growth with
                         Income Fund that were initially issued as "Ivy
          Growth with
                         Income Fund -- Class C" to shareholders of
          Mackenzie
                         Growth & Income Fund, a former series of the
          Company, in
                         connection with the reorganization between that
          fund and Ivy
                         Growth with Income Fund, which shares are not
          offered for
                         sale to the public.    

                         CUMULATIVE TOTAL RETURN.  Cumulative total return
          is the
                    cumulative rate of return on a hypothetical initial
          investment of
                    $1,000 in a specific Class of shares of a Fund for a
          specified
                    period.  Cumulative total return quotations reflect
          changes in
                    the price of a Fund's shares and assume that all
          dividends and
                    capital gains distributions during the period were
          reinvested in
                    the Fund shares.  Cumulative total return is calculated
          by
                    computing the cumulative rates of return of a
          hypothetical
                    investment in a specific Class of shares of a Fund over
          such
                    periods, according to the following formula (cumulative
          total
                    return is then expressed as a percentage):

                              C = (ERV/P) - 1

                    Where:    C    =    cumulative total return

                              P    =    a hypothetical initial investment
          of $1,000
                                        to purchase shares of a specific
          Class

                              ERV  =    ending redeemable value:  ERV is
          the value,
                                        at the end of the applicable
          period, of a
                                        hypothetical $1,000 investment made
          at the
                                        beginning of the applicable period.














                       IVY BOND FUND.  The following table summarizes the
          calculation
                    of Cumulative Total Return for the periods indicated
          through
                    December 31, 1995, assuming the maximum 4.75% sales
          charge has
                    been assessed.

                                                                      
          SINCE
                                 ONE YEAR   FIVE YEARS    TEN YEARS   
          INCEPTION[*]

                    Class A       11.83%     53.26%       135.32%     
          138.85%
                    Class B       11.54%     N/A[**]      N/A[**]     
          N/A[**]
                    Class C       N/A[**]    N/A[**]      N/A[**]     
          N/A[**]
                    Class I       N/A[**]    N/A[**]      N/A[**]     
          N/A[**]

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                                      
          SINCE












                                 ONE YEAR   FIVE YEARS    TEN YEARS   
          INCEPTION[*]

                    Class A       17.41%     60.90%       147.06%     
          150.76%
                    Class B       16.54%     N/A[**]      N/A[**]      
          14.00%
                    Class C       N/A[**]    N/A[**]      N/A[**]     
          N/A[**]
                    Class I       N/A[**]    N/A[**]      N/A[**]     
          N/A[**]












                    ___________________________

                    [*]  Until December 31, 1994, MIMI served as investment
          adviser
                         to Ivy Bond Fund, which until that date was a
          series of
                         Mackenzie Series Trust.  The inception date for
          the Fund
                         (and the Class A shares of Ivy Bond Fund) was
          September 6,
                         1985; the inception date for the Class B and Class
          I shares
                         of the Fund was April 1, 1994.  The inception date
          for Class
                         C shares of the Fund is April 30, 1996.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY EMERGING GROWTH FUND.  The following table
          summarizes
                    the calculation of Cumulative Total Return for the
          periods
                    indicated through December 31, 1995, assuming the
          maximum 5.75%
                    sales charge has been assessed.

                                                          SINCE
                                      ONE YEAR            INCEPTION[*]

                    Class A            33.90%             101.01%
                    Class B            36.03%              41.50%
                    Class C            N/A[**]             N/A[**]

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                          SINCE
                                      ONE YEAR            INCEPTION[*]

                    Class A            42.07%              41.03%
                    Class B           113.27%              44.50%
                    Class C            N/A[**]             N/A[**]


                    ___________________________

                    [*]  The inception date for Ivy Emerging Growth Fund
          was March 3,












                         1993.  Class A shares of the Fund were first
          offered for
                         sale to the public on April 30, 1993, and Class B
          shares of
                         the Fund were first offered for sale to the public
          on
                         October 23, 1993.  The inception date for Class C
          shares of
                         the Fund is April 30, 1996.














                    [**] No Class C shares were outstanding for the
          duration of the
                         time period indicated.    

                         IVY GROWTH FUND.  The following table summarizes
          the
                    calculation of Cumulative Total Return for the periods
          indicated
                    through December 31, 1995, assuming the maximum 5.75%
          sales
                    charge has been assessed.

                                                                      
          SINCE
                                 ONE YEAR   FIVE YEARS    TEN YEARS   
          INCEPTION[*]

                    Class A       20.01%    79.90%        186.36%     
          3,031.88%
                    Class B       21.13%    N/A[**]       N/A[**]        
          21.06%
                    Class C       N/A[**]   N/A[**]       N/A[**]     
          N/A[**]

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.













                                                                      
          SINCE
                                 ONE YEAR   FIVE YEARS    TEN YEARS   
          INCEPTION[*]

                    Class A      27.33%     90.88%        203.83%     
          3,222.95%
                    Class B      26.13%     N/A[**]       N/A[**]        
          24.06%
                    Class C      N/A[**]    N/A[**]       N/A[**]     
          N/A[**]


                    ___________________________

                    [*]  The inception date for Ivy Growth Fund (and for
          Class A
                         shares of the Fund) was March 1, 1984. The
          inception date
                         for the Class B shares of the Fund was October 23,
          1993. 
                         The inception date for Class C shares of the Fund
          is April
                         30, 1996.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY GROWTH WITH INCOME FUND.  The following table
          summarizes
                    the calculation of Cumulative Total Return for the
          periods
                    indicated through December 31, 1995, assuming the
          maximum 5.75%
                    sales charge has been assessed.

                                                                      
          SINCE
                                 ONE YEAR   FIVE YEARS    TEN YEARS   
          INCEPTION[*]

                    Class A       17.75%    85.73%        220.34%     
          387.72%
                    Class B       18.94%    N/A[**]       N/A[**]      
          18.11%
                    Class C       N/A[**]   N/A[**]       N/A[**]     
          N/A[**]

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,













                    assuming the maximum 5.75% sales charge has not been
          assessed.













                                                                      
          SINCE
                                 ONE YEAR   FIVE YEARS    TEN YEARS   
          INCEPTION[*]

                    Class A      24.93%     97.06%        239.89%     
          417.48%
                    Class B      23.94%      N/A[**]      N/A[**]      
          21.11%
                    Class C      N/A[**]     N/A[**]      N/A[**]     
          N/A[**]


                    ___________________________

                    [*]  The inception date for Ivy Growth with Income Fund
          (and the
                         Class A shares of the Fund) was April 1, 1984; the
          inception
                         date for the Class B shares of the Fund was
          October 23,
                         1993.  The inception date for Class C shares of
          the Fund is
                         April 30, 1996.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         OTHER QUOTATIONS, COMPARISONS AND GENERAL
          INFORMATION.  The
                    foregoing computation methods are prescribed for
          advertising and
                    other communications subject to SEC Rule 482. 
          Communications not
                    subject to this rule may contain a number of different
          measures
                    of performance, computation methods and assumptions,
          including












                    but not limited to:  historical total returns; results
          of actual
                    or hypothetical investments; changes in dividends,
          distributions
                    or share values; or any graphic illustration of such
          data.  These
                    data may cover any period of the Trust's existence and
          may or may
                    not include the impact of sales charges, taxes or other
          factors.

                         Performance quotations for a Fund will vary from
          time to
                    time depending on market conditions, the composition of
          the
                    Fund's portfolio and operating expenses of the Fund. 
          These
                    factors and possible differences in the methods used in
                    calculating performance quotations should be considered
          when
                    comparing performance information regarding a Fund's
          shares with
                    information published for other investment companies
          and other
                    investment vehicles.  Performance quotations should
          also be
                    considered relative to changes in the value of a Fund's
          shares
                    and the risks associated with a Fund's investment
          objectives and
                    policies.  At any time in the future, performance
          quotations may
                    be higher or lower than past performance quotations and
          there can
                    be no assurance that any historical performance
          quotation will
                    continue in the future.

                         The Funds may also cite endorsements or use for
          comparison
                    their performance rankings and listings reported in
          such
                    newspapers or business or consumer publications as,
          among others: 
                    AAII Journal, Barron's, Boston Business Journal, Boston
          Globe,
                    Boston Herald, Business Week, Consumer's Digest,
          Consumer Guide
                    Publications, Changing Times, Financial Planning,
          Financial
                    World, Forbes, Fortune, Growth Fund Guide, Houston
          Post,
                    Institutional Investor, International Fund Monitor,
          Investor's












                    Daily, Los Angeles Times, Medical Economics, Miami
          Herald, Money












                    Mutual Fund Forecaster, Mutual Fund Letter, Mutual Fund
          Source
                    Book, Mutual Fund Values, National Underwriter Nelson's
          Director
                    of Investment Managers, New York Times, Newsweek, No
          Load Fund
                    Investor, No Load Fund* X, Oakland Tribune, Pension
          World,
                    Pensions and Investment Age, Personal Investor, Rugg
          and Steele,
                    Time, U.S. News and World Report, USA Today, The Wall
          Street
                    Journal, and Washington Post.

                                           FINANCIAL STATEMENTS

                         The Funds' Portfolios of Investments as of
          December 31,
                    1995, Statements of Assets and Liabilities as of
          December 31,
                    1995, Statements of Operations for the fiscal year
          ended December
                    31, 1995, Statements of Changes in Net Assets for the
          six-month
                    period ended December 31, 1994 and the fiscal years
          ended June
                    30, 1994 and the fiscal year ended December 31, 1995,
          Financial
                    Highlights, Notes to Financial Statements, and Reports
          of
                    Independent Accountants are included in each Fund's
          December 31,
                    1995 Annual Report to shareholders, which are
          incorporated by
                    reference into this SAI.  Copies of the Funds'
          financial
                    statements may be obtained upon request and without
          charge from
                    the Trust at the Distributor's address and telephone
          number












                    provided on the cover of this SAI.    











































                                                APPENDIX A
                        DESCRIPTION OF STANDARD & POOR'S CORPORATION
          ("S&P") AND 
                      MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE
          BOND AND
                                         COMMERCIAL PAPER RATINGS

                    [From "Moody's Bond Record," November 1994 Issue 
          (Moody's













                    Investor Service, New York, 1994), and "Standard &
          Poor's
                    Municipal Ratings Handbook," October 1994 Issue (McGraw
          Hill, New
                    York, 1994).]


                    MOODY'S:  

                         (a)  CORPORATE BONDS.  Bonds rated Aaa by Moody's
          are judged
                    by Moody's to be of the best quality, carrying the
          smallest
                    degree of investment risk.  Interest payments are
          protected by a
                    large or exceptionally stable margin and principal is
          secure. 
                    Bonds rated Aa are judged by Moody's to be of high
          quality by all
                    standards.  Aa bonds are rated lower than Aaa bonds
          because
                    margins of protection may not be as large as those of
          Aaa bonds,
                    or fluctuations of protective elements may be of
          greater
                    amplitude, or there may be other elements present which
          make the
                    long-term risks appear somewhat larger than those
          applicable to
                    Aaa securities.  Bonds which are rated A by Moody's
          possess many
                    favorable investment attributes and are considered as
          upper
                    medium-grade obligations.  Factors giving security to
          principal
                    and interest are considered adequate, but elements may
          be present
                    which suggest a susceptibility to impairment sometime
          in the
                    future.

                         Bonds rated Baa by Moody's are considered
          medium-grade
                    obligations, i.e., they are neither highly protected
          nor poorly
                    secured.  Interest payments and principal security
          appear
                    adequate for the present, but certain protective
          elements may be
                    lacking or may be characteristically unreliable over
          any great
                    length of time.  Such bonds lack outstanding investment
                    characteristics and in fact have speculative
          characteristics as












                    well.  Bonds which are rated Ba are judged to have
          speculative
                    elements; their future cannot be considered
          well-assured.  Often
                    the protection of interest and principal payments may
          be very
                    moderate and thereby not well safeguarded during both
          good and
                    bad times over the future.  Uncertainty of position
          characterizes
                    bonds in this class.  Bonds which are rated B generally
          lack
                    characteristics of the desirable investment.  Assurance
          of
                    interest and principal payments of or maintenance of
          other terms
                    of the contract over any long period of time may be
          small.

                         Bonds which are rated Caa are of poor standing.  
          Such
                    issues may be in default or there may be present
          elements of
                    danger with respect to principal or interest.  Bonds
          which are
                    rated Ca represent obligations which are speculative in
          a high
                    degree.  Such issues are often in default or have other
          marked
                    shortcomings.  Bonds which are rated C are the lowest
          rated class













                    of bonds and issues so rated can be regarded as having
          extremely
                    poor prospects of ever attaining any real investment
          standing.

                         (b)  COMMERCIAL PAPER.  The Prime rating is the
          highest
                    commercial paper rating assigned by Moody's.  Among the
          factors













                    considered by Moody's in assigning ratings are the
          following: 
                    (1) evaluation of the management of the issuer; (2)
          economic
                    evaluation of the issuer's industry or industries and
          an
                    appraisal of speculative-type risks which may be
          inherent in
                    certain areas; (3) evaluation of the issuer's products
          in
                    relation to competition and customer acceptance; (4)
          liquidity;
                    (5) amount and quality of long-term debt; (6) trend of
          earnings
                    over a period of ten years; (7) financial strength of a
          parent
                    company and the relationships which exist with the
          issuer; and
                    (8) recognition by management of obligations which may
          be present
                    or may arise as a result of public interest questions
          and
                    preparations to meet such obligations.  Issuers within
          this Prime
                    category may be given ratings 1, 2 or 3, depending on
          the
                    relative strengths of these factors.  The designation
          of Prime-1
                    indicates the highest quality repayment capacity of the
          rated
                    issue.

                    S&P:  

                         (a)  CORPORATE BONDS.  An S&P corporate debt
          rating is a
                    current assessment of the creditworthiness of an
          obligor with
                    respect to a specific obligation.  The ratings are
          based on
                    current information furnished by the issuer or obtained
          by S&P
                    from other sources it considers reliable.  The ratings
          described
                    below may be modified by the addition of a plus or
          minus sign to
                    show relative standing within the major rating
          categories.

                         Debt rated AAA by S&P is considered by S&P to be
          the highest
                    grade obligation.  Capacity to pay interest and repay
          principal













                    is extremely strong.  Debt rated AA is judged by S&P to
          have a
                    very strong capacity to pay interest and repay
          principal and
                    differs from the highest rated issues only in small
          degree.  Debt
                    rated A by S&P has a strong capacity to pay interest
          and repay
                    principal, although it is somewhat more susceptible to
          the
                    adverse effects of changes in circumstances and
          economic
                    conditions than debt in higher rated categories.

                         Debt rated BBB by S&P is regarded by S&P as having
          an
                    adequate capacity to pay interest and repay principal. 
          Although
                    such bonds normally exhibit adequate protection
          parameters,
                    adverse economic conditions or changing circumstances
          are more
                    likely to lead to a weakened capacity to pay interest
          and repay
                    principal than debt in higher rated categories.

                         Debt rated BB, B, CCC, CC and C is regarded as
          having
                    predominately speculative characteristics with respect
          to
                    capacity to pay interest and repay principal.  BB
          indicates the
                    least degree of speculation and C the highest.  While
          such debt
                    will likely have some quality and protective
          characteristics,












                    these are outweighed by large uncertainties or
          exposures to
                    adverse conditions.  Debt rated BB has less near-term
                    vulnerability to default than other speculative issues. 
          However,













                    it faces major ongoing uncertainties or exposure to
          adverse
                    business, financial or economic conditions which could
          lead to
                    inadequate capacity to meet timely interest and
          principal
                    payments.  The BB rating category is also used for debt
                    subordinated to senior debt that is assigned an actual
          or implied
                    BBB- rating.  Debt rated B has a greater vulnerability
          to default
                    but currently has the capacity to meet interest
          payments and
                    principal repayments.  Adverse business, financial, or
          economic
                    conditions will likely impair capacity or willingness
          to pay
                    interest and repay principal.  The B rating category is
          also used
                    for debt subordinated to senior debt that is assigned
          an actual
                    or implied BB or BB- rating.  Debt rated CCC has a
          currently
                    identifiable vulnerability to default, and is dependent
          upon
                    favorable business, financial, and economic conditions
          to meet
                    timely payment of interest and repayment of principal. 
          In the
                    event of adverse business, financial or economic
          conditions, it
                    is not likely to have the capacity to pay interest and
          repay
                    principal.  The CCC rating category is also used for
          debt
                    subordinated to senior debt that is assigned an actual
          or implied
                    B or B- rating.  The rating CC typically is applied to
          debt
                    subordinated to senior debt which is assigned an actual
          or
                    implied CCC debt rating.  The rating C typically is
          applied to
                    debt subordinated to senior debt which is assigned an
          actual or
                    implied CCC- debt rating.  The C rating may be used to
          cover a
                    situation where a bankruptcy petition has been filed,
          but debt
                    service payments are continued.  

                         (b)  COMMERCIAL PAPER.  An S&P commercial paper
          rating is a













                    current assessment of the likelihood of timely payment
          of debt
                    having an original maturity of no more than 365 days.  


                         Commercial paper rated A by S&P has the following
                    characteristics:  (i) liquidity ratios are adequate to
          meet cash
                    requirements; (ii) long-term senior debt rating should
          be A or
                    better, although in some cases BBB credits may be
          allowed if
                    other factors outweigh the BBB; (iii) the issuer should
          have
                    access to at least one additional channel of borrowing;
          (iv)
                    basic earnings and cash flow should have an upward
          trend with
                    allowances made for unusual circumstances; and (v)
          typically the
                    issuer's industry should be well established and the
          issuer
                    should have a strong position within its industry and
          the
                    reliability and quality of management should be
          unquestioned. 
                    Issues rated A are further referred to by use of
          numbers 1, 2 and
                    3 to denote relative strength within this highest
          classification. 
                    For example, the A-1 designation indicates that the
          degree of
                    safety regarding timely payment of debt is strong.

                         Issues rated B are regarded as having only
          speculative
                    capacity for timely payment.  The C rating is assigned
          to short-
                    term debt obligations with a doubtful capacity for
          payment.













                                               IVY CANADA FUND












                                          IVY CHINA REGION FUND
                                             IVY GLOBAL FUND
                                          IVY INTERNATIONAL FUND
                                     IVY LATIN AMERICA STRATEGY FUND
                                         IVY NEW CENTURY FUND    

                                                series of 

                                                 IVY FUND
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432

                                   STATEMENT OF ADDITIONAL INFORMATION

                                             April 30, 1996    

                   
          _________________________________________________________________

                         Ivy Fund (the "Trust") is a diversified, open-end
          management
                    investment company that currently consists of thirteen
          fully
                    managed portfolios.  This Statement of Additional
          Information
                    ("SAI") describes six of the portfolios, Ivy Canada
          Fund, Ivy
                    China Region Fund, Ivy Global Fund, Ivy International
          Fund, Ivy
                    Latin America Strategy Fund and Ivy New Century Fund 
          (the
                    "Funds," each a "Fund").  The other seven portfolios of
          the Trust
                    are described in separate Statements of Additional
                    Information.    

                         This SAI is not a prospectus and should be read in
                    conjunction with the prospectus for the Funds dated
          April 30,
                    1996 (the "Prospectus"), which may be obtained upon
          request and
                    without charge from the Trust at the Distributor's
          address and
                    telephone number listed below.    

                                            INVESTMENT MANAGER

                                       Ivy Management, Inc. ("IMI")
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432
                                        Telephone: (800) 777-6472













                                               DISTRIBUTOR

                             Mackenzie Ivy Funds Distribution, Inc.
          ("MIFDI")
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida  33432
                                        Telephone: (800) 456-5111















                                            INVESTMENT ADVISER

                                        (for Ivy Canada Fund only)
                                 Mackenzie Financial Corporation ("MFC")
                                          150 Bloor Street West
                                                Suite 400
                                             Toronto, Ontario
                                              CANADA M5S3B5
                                         Telephone (416) 922-5322


                    INVESTMENT OBJECTIVES AND POLICIES  . . . . . . . . . .
          . . .    
                         U.S. GOVERNMENT SECURITIES . . . . . . . . . . . .
          . . .    
                         BORROWING  . . . . . . . . . . . . . . . . . . . .
          . . .    
                         COMMERCIAL PAPER . . . . . . . . . . . . . . . . .
          . . .    
                         BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS 
          . . .    
                         WARRANTS . . . . . . . . . . . . . . . . . . . . .
          . . .    
                         AMERICAN DEPOSITORY RECEIPTS . . . . . . . . . . .
          . . .    
                         FOREIGN SECURITIES . . . . . . . . . . . . . . . .
          . . .    
                         INVESTING IN EMERGING MARKETS  . . . . . . . . . .
          . . .    
                         CANADIAN SECURITIES  . . . . . . . . . . . . . . .
          . . .    












                         FORWARD FOREIGN CURRENCY CONTRACTS . . . . . . . .
          . . .    
                         REPURCHASE AGREEMENTS  . . . . . . . . . . . . . .
          . . .    
                         FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED
          SECURITIES  .    
                         LOANS OF PORTFOLIO SECURITIES  . . . . . . . . . .
          . . .    
                         ZERO COUPON BONDS  . . . . . . . . . . . . . . . .
          . . .    
                         RESTRICTED AND ILLIQUID SECURITIES . . . . . . . .
          . . .    
                         OPTIONS TRANSACTIONS . . . . . . . . . . . . . . .
          . . .    
                              GENERAL . . . . . . . . . . . . . . . . . . .
          . . .    
                              WRITING OPTIONS ON INDIVIDUAL SECURITIES  . .
          . . .    
                              PURCHASING OPTIONS ON INDIVIDUAL SECURITIES .
          . . .    
                              PURCHASING AND WRITING OPTIONS ON SECURITIES
                                   INDICES  . . . . . . . . . . . . . . . .
          . . .    
                              RISKS OF OPTIONS TRANSACTIONS . . . . . . . .
          . . .    
                         SECURITIES INDEX FUTURES CONTRACTS . . . . . . . .
          . . . .  
                              RISKS OF SECURITIES INDEX FUTURES . . . . . .
          . . . .  
                         COMBINED TRANSACTIONS  . . . . . . . . . . . . . .
          . . . .  
                         HIGH YIELD BONDS . . . . . . . . . . . . . . . . .
          . . . .  
                         FOREIGN CURRENCIES . . . . . . . . . . . . . . . .
          . . . .  

                    INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . .
          . . . .  

                    ADDITIONAL RESTRICTIONS . . . . . . . . . . . . . . . .
          . . . .  

                    ADDITIONAL RIGHTS AND PRIVILEGES  . . . . . . . . . . .
          . . . .  
                         AUTOMATIC INVESTMENT METHOD  . . . . . . . . . . .
          . . . .  
                         EXCHANGE OF SHARES . . . . . . . . . . . . . . . .
          . . . .  
                              INITIAL SALES CHARGE SHARES . . . . . . . . .
          . . . .  
                              CONTINGENT DEFERRED SALES CHARGE SHARES.
          CLASS A  . .  
                              CLASS B . . . . . . . . . . . . . . . . . . .
          . . . .  












                              CLASS I SHARES  . . . . . . . . . . . . . . .
          . . . .  
                         LETTER OF INTENT . . . . . . . . . . . . . . . . .
          . . . .  
                         RETIREMENT PLANS . . . . . . . . . . . . . . . . .
          . . . .  
                              INDIVIDUAL RETIREMENT ACCOUNTS  . . . . . . .
          . . . .  












                              QUALIFIED PLANS . . . . . . . . . . . . . . .
          . . . .  
                              DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
                                   CHARITABLE ORGANIZATIONS . . . . . . . .
          . . . .  
                              SIMPLIFIED EMPLOYEE PENSION IRAS  . . . . . .
          . . . .  
                         REINVESTMENT PRIVILEGE . . . . . . . . . . . . . .
          . . . .  
                         RIGHTS OF ACCUMULATION . . . . . . . . . . . . . .
          . . . .  
                         SYSTEMATIC WITHDRAWAL PLAN . . . . . . . . . . . .
          . . . .  

                    BROKERAGE ALLOCATION  . . . . . . . . . . . . . . . . .
          . . . .  

                    TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . .
          . . . .  
                    PERSONAL INVESTMENTS BY EMPLOYEES OF IMI  . . . . . . .
          . . . .  

                    INVESTMENT ADVISORY AND OTHER SERVICES  . . . . . . . .
          . . . .  
                         BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
          SERVICES . . .  
                              SUBADVISORY CONTRACT -  IVY INTERNATIONAL
          FUND  . . .  
                         DISTRIBUTION SERVICES  . . . . . . . . . . . . . .
          . . . .  
                              RULE 18F-3 PLAN . . . . . . . . . . . . . . .
          . . . .  
                              RULE 12B-1 DISTRIBUTION PLANS . . . . . . . .
          . . . .  












                         CUSTODIAN  . . . . . . . . . . . . . . . . . . . .
          . . . .  
                         FUND ACCOUNTING SERVICES . . . . . . . . . . . . .
          . . . .  
                         TRANSFER AGENT AND DIVIDEND PAYING AGENT . . . . .
          . . . .  
                         ADMINISTRATOR  . . . . . . . . . . . . . . . . . .
          . . . .  
                         AUDITORS . . . . . . . . . . . . . . . . . . . . .
          . . . .  

                    CAPITALIZATION AND VOTING RIGHTS  . . . . . . . . . . .
          . . . .  

                    NET ASSET VALUE . . . . . . . . . . . . . . . . . . . .
          . . . .  

                    PORTFOLIO TURNOVER  . . . . . . . . . . . . . . . . . .
          . . . .  

                    REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . .
          . . . .  

                    CONVERSION OF CLASS B SHARES  . . . . . . . . . . . . .
          . . . .  

                    TAXATION  . . . . . . . . . . . . . . . . . . . . . . .
          . . . .  
                         OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD
                              CONTRACTS . . . . . . . . . . . . . . . . . .
          . . . .  
                         CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR
          LOSSES 
                                . . . . . . . . . . . . . . . . . . . . . .
          . . . .  
                         INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
          . . . .  
                         DEBT SECURITIES ACQUIRED AT A DISCOUNT . . . . . .
          . . . .  
                         DISTRIBUTIONS  . . . . . . . . . . . . . . . . . .
          . . . .  
                         DISPOSITION OF SHARES  . . . . . . . . . . . . . .
          . . . .  
                         FOREIGN WITHHOLDING TAXES  . . . . . . . . . . . .
          . . . .  
                         BACKUP WITHHOLDING . . . . . . . . . . . . . . . .
          . . . .  

                    PERFORMANCE INFORMATION . . . . . . . . . . . . . . . .
          . . . .  
                              YIELD . . . . . . . . . . . . . . . . . . . .
          . . . .  
                              AVERAGE ANNUAL TOTAL RETURN . . . . . . . . .
          . . . .  












                              OTHER QUOTATIONS, COMPARISONS AND GENERAL
                                   INFORMATION  . . . . . . . . . . . . . .
          . . . .  

                    FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . .
          . . . .  












                    APPENDIX A: DESCRIPTION OF STANDARD & POOR'S
          CORPORATION AND

                         MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND AND
                         COMMERCIAL PAPER RATINGS . . . . . . . . . . . . .
          . . . .  









































































                                    INVESTMENT OBJECTIVES AND POLICIES

                         Each Fund has its own investment objectives and
          policies,
                    which are described more fully in the Prospectus under
                    "Investment Objectives and Policies" and "Risk Factors
          and
                    Investment Techniques."  The different types of
          securities and
                    investment techniques used by the Funds involve varying
          degrees
                    of risk.    

                         IVY CANADA FUND:  Ivy Canada Fund seeks long-term
          capital
                    appreciation by investing primarily in equity
          securities of
                    Canadian companies. Canada is one of the world's
          leading
                    industrial countries and a major exporter of
          agricultural
                    products. The country is rich in natural resources such
          as zinc,












                    uranium, nickel, gold, silver, aluminum, iron and
          copper, and
                    forest covers over 44% of land areas, making Canada a
          leading
                    world producer of newsprint. Canada is also a major
          producer of
                    hydroelectricity, oil and gas.    

                         To meet its objective, the Fund normally invests
          at least
                    65% of its total assets in Canadian equity securities
          (i.e.,
                    common and preferred stock, securities convertible into
          common
                    stock and common stock purchase warrants) listed on
          Canadian
                    stock exchanges or traded over-the-counter in Canada.
          Canadian
                    issuers are companies (i) organized under the laws of
          Canada,
                    (ii) for which the principal securities trading market
          is in
                    Canada, (iii) which derive at least 50% of their
          revenues or
                    profits from goods produced or sold, investments made
          or services
                    performed in Canada, or (iv) which have at least 50% of
          their
                    assets situated in Canada. The balance of the Fund's
          assets
                    ordinarily are invested in (i) bills and bonds of the
          Canadian
                    Government and the governments of the provinces or
          municipalities
                    of Canada, (ii) high quality notes and debentures of
          Canadian
                    companies (i.e., those rated Aaa or Aa by Moody's
          Investor
                    Services, Inc. ("Moody's) or AAA or AA by Standard and
          Poor's
                    Corporation ("S&P"), or if not rated, judged to be of
          comparable
                    quality by Mackenzie Financial Corporation ("MFC"), the
          Fund's
                    Adviser), (iii) foreign securities (including sponsored
          or
                    unsponsored American Depository Receipts ("ADRs")),
          (iv) U.S.
                    Government securities, (v) equity securities and
          investment-grade
                    debt securities (i.e., those rated Baa or higher by
          Moody's or
                    BBB or higher by S&P, or if unrated, are considered by
          MFC to be












                    of comparable quality) of U.S. companies, and (vi) zero
          coupon
                    bonds that meet these credit quality standards.    

                         The Fund may purchase securities on a
          "when-issued" or firm
                    commitment basis, engage in currency exchange
          transactions and
                    enter into forward foreign currency contracts.  The
          Fund may also
                    invest up to 10% of its assets in (i) other investment
          companies
                    and (ii) restricted and other illiquid securities
          (although the
                    Fund may not invest more than 5% of its assets in
          restricted
                    securities).    

                         For temporary defensive purposes, the Fund may
          invest












                    without limit in U.S. or Canadian dollar-denominated
          money market
                    securities issued by entities organized in the U.S. or
          Canada,
                    such as (i) obligations issued or guaranteed by the
          Canadian
                    Government or the governments of the provinces or
          municipalities
                    of Canada (or their agencies or instrumentalities), (i)
          finance
                    company and corporate commercial paper (and other
          short-term
                    corporate obligations rated Prime-1 by Moody's or A or
          better by
                    S&P, or if not rated, considered by MFC to be of
          comparable
                    quality), (iii) obligations of banks (i.e.,
          certificates of
                    deposit, time deposits and bankers' acceptances) of
          banks
                    considered creditworthy by MFC under guidelines
          approved by the












                    Trust's Board of Trustees, and (iv) repurchase
          agreements with
                    broker-dealers and banks. For temporary or emergency
          purposes,
                    the Fund may also borrow up to 10% of the value of its
          total
                    assets from banks.    

                         IVY CHINA REGION FUND:  Ivy China Region Fund's
          principal
                    investment objective is long-term capital growth.
          Consideration
                    of current income is secondary to this principal
          objective.  The
                    Fund seeks to meet its objective primarily by investing
          in the
                    equity securities of companies that are expected to
          benefit from
                    the economic development and growth of China, Hong Kong
          and
                    Taiwan.  A significant percentage of the Fund's assets
          may also
                    be invested in the securities markets of South Korea,
          Singapore,
                    Malaysia, Thailand, Indonesia and the Philippines
          (collectively,
                    with China, Hong Kong and Taiwan, the "China Region").
              

                         The Fund normally invests at least 65% of its
          total assets
                    in "Greater China growth companies," defined as
          companies (a)
                    that are organized in or for which the principal
          securities
                    trading markets are the China Region; (b) that have at
          least 50%
                    of their assets in one or more China Region countries
          or derive
                    at least 50% of their gross sales revenues or profits
          from
                    providing goods or services to or from within one or
          more China
                    Region countries; or (c) that have at least 35% of
          their assets
                    in China, Hong Kong or Taiwan, derive at least 35% of
          their gross
                    sales revenues or profits from providing goods or
          services to or
                    from within these three countries, or have significant
                    manufacturing or other operations in these countries.
          IMI's
                    determination as to whether a company qualifies as a
          Greater












                    China growth company is based primarily on  information
          contained
                    in financial statements, reports, analyses and other
          pertinent
                    information (some of which may be obtained directly
          from the
                    company). The Fund may invest 25% or more of its total
          assets in
                    the securities of issuers located in any one China
          Region
                    country, and currently expects to invest more than 50%
          of its
                    total assets in Hong Kong.    

                         The balance of the Fund's assets ordinarily are
          invested in
                    (i) certain investment-grade debt securities and (ii)
          the equity
                    securities of  "China Region associated companies,"
          which are
                    companies that do not meet the definition of a Greater
          China
                    growth company, but whose current or expected
          performance, based
                    on certain identified factors (such as the growth
          trends in the












                    location of a company's assets and the sources of its
          revenues
                    and profits), is judged by IMI to be strongly
          associated with the
                    China Region. The investment-grade debt securities in
          which the
                    Fund may invest include (a) obligations of the U.S.
          Government or
                    its agencies or instrumentalities, (b) obligations of
          U.S. banks
                    and other banks organized and existing under the laws
          of Hong
                    Kong, Taiwan or countries that are members of the
          Organization
                    for Economic Cooperation and Development ("OECD"), and
          (c)












                    obligations denominated in any currency issued by
          international
                    development institutions and Hong Kong, Taiwan and OECD
          member
                    governments and their agencies and instrumentalities,
          as well as
                    repurchase agreements with respect to any of the
          foregoing
                    instruments. The Fund may also invest in zero coupon
          bonds, and
                    corporate bonds rated Baa or higher by Moody's or BBB
          or higher
                    by S&P (or if unrated, are considered by IMI to be of
          comparable
                    quality).    

                         The Fund may invest less than 35% of its net
          assets in debt
                    securities rated Ba or below by Moody's or BB or below
          by S&P,
                    or, if unrated, are considered by IMI to be of
          comparable quality
                    (commonly referred to as "high yield" or "junk" bonds).
          The Fund
                    will not invest in debt securities rated less than C by
          either
                    Moody's or S&P.  (As of the fiscal year ended December
          31, 1995,
                    the Fund held no low-rated debt securities in its
          portfolio.)  
                        

                         The Fund may lend portfolio securities valued at
          not more
                    that 30% of the Fund's total assets, invest in
          warrants, purchase
                    securities on a "when-issued" or firm commitment basis,
          engage in
                    currency exchange transactions and enter into forward
          foreign
                    currency contracts.  The Fund may also invest up to 10%
          of its
                    assets in (i) other investment companies that invest in
          equity
                    securities of Greater China growth companies or China
          Region
                    associated companies, and (ii) restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).    

                         For temporary defensive purposes and during
          periods when IMI












                    believes that circumstances warrant, the Fund may
          reduce its
                    position in Greater China growth companies and Greater
          China
                    associated companies and increase its investment in
          cash and
                    liquid debt securities, such as U.S. Government
          securities, bank
                    obligations, commercial paper, short-term notes and
          repurchase
                    agreements. For temporary or emergency purposes, the
          Fund may
                    also borrow up to 10% of the value of its total assets
          from
                    banks.    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10%  of the
          value of
                    its net assets, and my write covered call options so
          long as not
                    more than 25% of the Fund's net assets is subject to
          being
                    purchased upon the exercise of the calls. For hedging
          purposes












                    only, the Fund may engage in transactions in stock
          index futures
                    contracts, provided that the Fund's aggregate
          investment in such
                    contracts does not exceed 15% of its total assets.    

                         IVY GLOBAL FUND:  The Fund seeks long-term capital
          growth
                    through a flexible policy of investing in stocks and
          debt
                    obligations of companies and governments of any nation. 
          Any












                    income realized will be incidental.  Under normal
          conditions, the
                    Fund invests at least 65% of its total assets in
          issuers
                    domiciled in at least three different nations
          (including the
                    United States).  Although the Fund generally invests in
          common
                    stock, it may also invest in preferred stocks,
          sponsored or
                    unsponsored ADRs and investment-grade debt securities
          (i.e.,
                    those rated Baa or higher by Moody's or BBB or higher
          by S&P, or
                    if unrated, are considered by IMI to be of comparable
          quality),
                    including corporate bonds, notes, debentures,
          convertible bonds
                    and zero coupon bonds.    

                         The Fund may lend portfolio securities valued at
          not more
                    that 30% of the Fund's total assets, invest in
          warrants, purchase
                    securities on a "when-issued" or firm commitment basis,
          engage in
                    currency exchange transactions and enter into forward
          foreign
                    currency contracts.  The Fund may also invest up to 10%
          of its
                    assets in (i) other investment companies and (ii)
          restricted and
                    other illiquid securities (although the Fund may not
          invest more
                    than 5% of its assets in restricted securities).    

                         For temporary defensive purposes and during
          periods when IMI
                    believes that circumstances warrant, the Fund may
          invest without
                    limit in U.S. Government securities, obligations issued
          by
                    domestic or foreign banks (including certificates of
          deposit,
                    time deposits and bankers' acceptances), and domestic
          or foreign
                    commercial paper (which, if issued by a corporation,
          must be
                    rated Prime-1 by Moody's or A-1 by S&P, or if unrated
          has been
                    issued by a company that at the time of investment has
          an
                    outstanding debt issue rated AAA or AA by S&P or Aaa or
          Aa by












                    Moody's).  The Fund may also enter into repurchase
          agreements,
                    and, for temporary or emergency purposes, may borrow up
          to 10% of
                    the value of its total assets from banks.    

                         The Fund may purchase put and call options stock
          indices,
                    provided the premium paid for such options does not
          exceed 10% of
                    the Fund's net assets. The Fund may also sell covered
          put options
                    with respect to up to 50%  of the value of its net
          assets, and my
                    write covered call options so long as not more than 20%
          of the
                    Fund's net assets is subject to being purchased upon
          the exercise
                    of the calls. For hedging purposes only, the Fund may
          engage in
                    transactions in (and options on) stock index and
          foreign currency
                    futures contracts, provided that the Fund's aggregate
          investment
                    in such contracts does not exceed 20% of its total
          assets.    

                         IVY INTERNATIONAL FUND:  The Fund's principal
          objective is
                    long-term capital growth primarily through investment
          in equity
                    securities.  Consideration of current income is
          secondary to this












                    principal objective. It is anticipated that at least
          65% of the
                    Fund's total assets will be invested in common stocks
          (and
                    securities convertible into common stocks) principally
          traded in
                    European, Pacific Basin and Latin America markets.  For
          temporary













                    defensive purposes, the Fund may also invest in equity
          securities
                    principally traded in U.S. markets. The Fund's
          subadviser,
                    Northern Cross Investments Limited (the "Subadviser"),
          invests
                    the Fund's assets in a variety of economic sectors,
          industry
                    segments and individual securities in order to reduce
          the effects
                    of price volatility in any one area and to enable
          shareholders to
                    participate in markets that do not necessarily move in
          concert
                    with U.S. markets.  The Subadviser seeks to identify
          rapidly
                    expanding foreign economies, and then searches out
          growing
                    industries and corporations, focusing on companies with
                    established records.  Individual securities ares
          selected based
                    on value indicators, such as a low price-earnings
          ratio, and are
                    reviewed for fundamental financial strength.  Companies
          in which
                    investments are made will generally have at least $100
          million in
                    capitalization and a solid history of operations.    

                         When economic or market conditions warrant, the
          Fund may
                    invest without limit in U.S. Government securities,
          investment-
                    grade debt securities (i.e., those rated Baa or higher
          by Moody's
                    or BBB or higher by S&P, or if unrated, are considered
          by the
                    Subadviser to be of comparable quality), preferred
          stocks,
                    warrants, or cash or cash equivalents such as bank
          obligations
                    (including certificates of deposit and banders'
          acceptances),
                    commercial paper, short-term notes and repurchase
          agreements. 
                    For temporary or emergency purposes, the Fund may
          borrow up to
                    10% of the value of its total assets from banks.    

                         The Fund may lend portfolio securities valued at
          not more
                    that 30% of the Fund's total assets, engage in currency
          exchange













                    transactions and enter into forward foreign currency
          contracts. 
                    The Fund may also invest up to 10% of its assets in (i)
          other
                    investment companies and (ii) restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10% of the
          value of its
                    net assets, and my write covered call options so long
          as not more
                    than 25% of the Fund's net assets is subject to being
          purchased
                    upon the exercise of the calls. For hedging purposes
          only, the
                    Fund may engage in transactions in (and options on)
          stock index
                    and foreign currency futures contracts, provided that
          the Fund's
                    aggregate investment in such contracts does not exceed
          15% of its
                    total assets.    

                         IVY LATIN AMERICA STRATEGY FUND:  The Fund has a
          principal
                    investment objective of long-term capital growth. 
          Consideration
                    of current income is secondary to this principal
          objective. 












                    Under normal conditions the Fund invests at least 65%
          of its
                    total assets in securities issued in Latin America,
          which for












                    purposes of this Prospectus is defined as Mexico,
          Central
                    America, South America and the Spanish-speaking islands
          of the
                    Caribbean.  Securities of Latin American issuers
          include (a)
                    securities of companies organized under the laws of a
          Latin
                    American country or for which the principal securities
          trading
                    market is in Latin America; (b) securities that are
          issued or
                    guaranteed by the government of a Latin American
          country, its
                    agencies or instrumentalities, political subdivisions
          or the
                    country's central bank; (c) securities of a company,
          wherever
                    organized, where at least 50% of the company's
          non-current
                    assets, capitalization, gross revenue or profit in any
          one of the
                    two most recent fiscal years represents (directly or
          indirectly
                    through subsidiaries) assets or activities located in
          Latin
                    America; or (d) any of the preceding types of
          securities in the
                    form of depository shares. The Fund may participate in
          markets
                    throughout Latin America, and it is expected that the
          Fund will
                    be invested at all times in at least three countries.
          Under
                    present conditions, the Fund expects to focus its
          investments in
                    Argentina, Brazil, Chile, Mexico and Venezuela, which
          IMI
                    believes are the most developed capital markets in
          Latin America.
                    The Fund does not expect to concentrate its investments
          in any
                    particular industry.     

                         The Fund's equity investments consist of common
          stock,
                    preferred stock (either convertible or
          non-convertible),
                    sponsored or unsponsored depository receipts (including
          ADRs,
                    American Depository Shares, and Global Depository
          Shares) and
                    warrants (any of which may be purchased through
          rights). The












                    Fund's equity securities may be listed on securities
          exchanges,
                    traded over-the-counter, or have no organized market.
              

                         The Fund may invest in debt securities (including
          zero
                    coupon bonds) when IMI anticipates that the potential
          for capital
                    appreciation from debt securities is likely to equal or
          exceed
                    that of equity securities (e.g., a favorable change in
          relative
                    foreign exchange rates, interest rate levels or the
                    creditworthiness of issuers). These include debt
          securities
                    issued by Latin American Governments ("Sovereign
          Debt").  Most of
                    the debt securities in which the Fund may invest are
          not rated,
                    and those that are rated are expected to be below
          investment-
                    grade (i.e., rated Ba or below by Moody's or BB or
          below by S&P,
                    or considered by IMI to be of comparable quality), and
          are
                    commonly referred to as "high yield" or "junk" bonds. 
          (As of the
                    fiscal year ended December 31, 1995, the Fund held no
          debt
                    securities in its portfolio.)    

                         To meet redemptions, or while the Fund is
          anticipating
                    investments in Latin American securities, the Fund may
          hold cash
                    or cash equivalents such as bank obligations (including
                    certificates of deposit and banders' acceptances),
          commercial
                    paper, short-term notes and repurchase agreements.  For
          temporary
                    defensive or emergency purposes, the Fund may (i)
          invest without























                    limit in such instruments, and (ii) borrow up to
          one-third of the
                    value of its total assets from banks (but may not
          purchase
                    securities at any time during which the value of the
          Fund's
                    outstanding loans exceeds 10% of the value of the
          Fund's
                    assets).    

                         The Fund may lend portfolio securities valued at
          not more
                    that 30% of the Fund's total assets, invest in
          warrants, purchase
                    securities on a "when-issued" or firm commitment basis,
          engage in
                    currency exchange transactions and enter into forward
          foreign
                    currency contracts.  The Fund may also invest up to 10%
          of its
                    assets in (i) other investment companies that invest in
          Latin
                    American securities, and (ii) restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its
                    assets in restricted securities).  The Fund will treat
          any Latin
                    American securities that are subject to restrictions on
                    repatriation for more than seven days, as well as any
          securities
                    issued in connection with Latin American debt
          conversion programs
                    that are restricted to remittance of invested capital
          or profits,
                    as illiquid securities for purposes of this
          limitation.    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10%  of the
          value of
                    its net assets, and my write covered call options so
          long as not
                    more than 25% of the Fund's net assets is subject to
          being
                    purchased upon the exercise of the calls. For hedging
          purposes
                    only, the Fund may engage in transactions in (and
          options on)












                    stock index and foreign currency futures contracts,
          provided that
                    the Fund's aggregate investment in such contracts does
          not exceed
                    15% of its total assets.    

                         IVY NEW CENTURY FUND: The Fund's principal
          objective is
                    long-term growth.  Consideration of current income is
          secondary
                    to this principal objective. In pursuing its objective,
          the Fund
                    invests primarily in the equity securities of companies
          that IMI
                    believes will benefit from the economic development and
          growth of
                    emerging markets. The Fund considers countries having
          emerging
                    markets to be those that (i) are generally considered
          to be
                    "developing" or "emerging" by the World Bank and the
                    International Finance Corporation, or (ii) are
          classified by the
                    United Nations (or otherwise regarded by their
          authorities) as
                    "emerging." Under normal market conditions, the Fund
          invests at
                    least 65% of its total assets in equity securities
          (including
                    common and preferred stocks, convertible debt
          obligations,
                    warrants, options, rights and depository receipts that
          are listed
                    on stock exchanges or traded over-the-counter) of
          "Emerging
                    Market growth companies," which are defined as
          companies (a) for
                    which the principal securities trading market is an
          emerging
                    market (as defined above), (b) that (alone or on a
          consolidated
                    basis) derives 50% or more of its total revenue either
          from
                    goods, sales or services in emerging markets, or (c)
          that are
                    organized under the laws of (and with a principal
          office in) an























                    emerging market country.      

                         In recent years, many emerging market countries
          around the
                    world have undergone political changes that have
          reduced
                    government's role in economic and personal affairs and
          have
                    stimulated investment and growth. Historically, there
          is a strong
                    direct correlation between economic growth and stock
          market
                    returns.  While this is no guarantee of future
          performance, IMI
                    believes that investment opportunities (particularly in
          the
                    energy, environmental services, natural resources,
          basic
                    materials, power, telecommunications and transportation
                    industries) may result within the evolving economies of
          emerging
                    market countries from which the Fund and its
          shareholders will
                    benefit.     

                         The Fund normally invests its assets in the
          securities of
                    issuers located in at least three emerging market
          countries, and
                    may invest 25% or more of its total assets in the
          securities of
                    issuers located in any one country.  IMI's
          determination as to
                    whether a company qualifies as a Emerging Markets
          growth company
                    is based primarily on  information contained in
          financial
                    statements, reports, analyses and other pertinent
          information
                    (some of which may be obtained directly from the
          company).    

                         For purposes of capital appreciation, the Fund may
          invest up
                    to 35% of its assets in (i) debt securities of
          government or
                    corporate issuers in emerging market countries, (ii)
          equity and
                    debt securities of issuers in developed countries
          (including the












                    United States), and (iii) cash or cash equivalents such
          as bank
                    obligations (including certificates of deposit and
          banders'
                    acceptances), commercial paper, short-term notes and
          repurchase
                    agreements. For temporary defensive purposes, the Fund
          may invest
                    without limit in such instruments. The Fund may also
          invest in
                    zero coupon bonds and purchase securities on a
          "when-issued" or
                    firm commitment basis.    

                         The Fund will not invest more than 20% of its
          total assets
                    in debt securities rated Ba or lower by Moody's or BB
          or lower by
                    S&P, or if unrated, are considered by IMI to be of
          comparable
                    quality (commonly referred to as "high yield" or "junk"
          bonds). 
                    (As of the fiscal year ended December 31, 1995, the
          Fund held no
                    low-rated debt securities in its portfolio.)    

                         For temporary or emergency purposes, the Fund may
          borrow up
                    to one-third of the value of its total assets from
          banks, but may
                    not purchase securities at any time during which the
          value of the
                    Fund's outstanding loans exceeds 10% of the value of
          the Fund's
                    assets.  The Fund may lend portfolio securities valued
          at not
                    more that 30% of the Fund's total assets, engage in
          currency
                    exchange transactions and enter into forward foreign
          currency
                    contracts.  The Fund may also invest (i) other
          investment
                    companies that invest in Emerging Markets growth
          companies, and
                    (ii) up to 15% of its assets in restricted and other
          illiquid
                    securities (although the Fund may not invest more than
          5% of its























                    assets in restricted securities).    

                         The Fund may purchase put and call options on
          securities and
                    stock indices, provided the premium paid for such
          options does
                    not exceed 5% of the Fund's net assets. The Fund may
          also sell
                    covered put options with respect to up to 10%  of the
          value of
                    its net assets, and my write covered call options so
          long as not
                    more than 25% of the Fund's net assets is subject to
          being
                    purchased upon the exercise of the calls. For hedging
          purposes
                    only, the Fund may engage in transactions in (and
          options on)
                    stock index and foreign currency futures contracts,
          provided that
                    the Fund's aggregate investment in such contracts does
          not exceed
                    15% of its total assets.    

                    U.S. GOVERNMENT SECURITIES

                         A Fund may invest in U.S. Government securities. 
          U.S.
                    Government securities are obligations of, or guaranteed
          by, the
                    U.S. Government, its agencies or instrumentalities. 
          Securities
                    guaranteed by the U.S. Government include:  (1) direct
                    obligations of the U.S. Treasury (such as Treasury
          bills, notes,
                    and bonds) and (2) Federal agency obligations
          guaranteed as to
                    principal and interest by the U.S. Treasury (such as
          GNMA
                    certificates, which are mortgage-backed securities). 
          In these
                    securities, the payment of principal and interest is
                    unconditionally guaranteed by the U.S. Government, and
          thus they
                    are of the highest possible credit quality.  Such
          securities are
                    subject to variations in market value due to
          fluctuations in













                    interest rates, but, if held to maturity, will be paid
          in
                    full.    

                         Mortgage-backed securities are securities
          representing part
                    ownership of a pool of mortgage loans.  For example,
          GNMA
                    certificates are such securities in which the timely
          payment of
                    principal and interest is guaranteed by the full faith
          and credit
                    of the U.S. Government.  Although the mortgage loans in
          the pool
                    will have maturities of up to 30 years, the actual
          average life
                    of the GNMA certificates typically will be
          substantially less
                    because the mortgages will be subject to normal
          principal
                    amortization and may be prepaid prior to maturity. 
          Prepayment
                    rates vary widely and may be affected by changes in
          market
                    interest rates.  In periods of falling interest rates,
          the rate
                    of prepayment tends to increase, thereby shortening the
          actual
                    average life of the GNMA certificates.  Conversely,
          when interest
                    rates are rising, the rate of prepayments tends to
          decrease,
                    thereby lengthening the actual average life of the GNMA
                    certificates.  Accordingly, it is not possible to
          predict
                    accurately the average life of a particular pool. 
          Reinvestment
                    of prepayment may occur at higher or lower rates than
          the
                    original yield on the certificates.  Due to the
          prepayment
                    feature and the need to reinvest prepayments of
          principal at
                    current rates, GNMA certificates can be less effective
          than
                    typical bonds of similar maturities at "locking in"
          yields during
                    periods of declining interest rates.  GNMA certificates
          may























                    appreciate or decline in market value during periods of
          declining
                    or rising interest rates, respectively.    

                         Securities issued by U.S. Government
          instrumentalities and
                    certain federal agencies are neither direct obligations
          of nor
                    guaranteed by the U.S. Treasury.  However, they involve
          Federal
                    sponsorship in one way or another; some are backed by
          specific
                    types of collateral; some are supported by the issuer's
          right to
                    borrow from the Treasury; some are supported by the
          discretionary
                    authority of the Treasury to purchase certain
          obligations of the
                    issuer; others are supported only by the credit of the
          issuing
                    government agency or instrumentality.  These agencies
          and
                    instrumentalities include, but are not limited to,
          Federal Land
                    Banks, Farmers Home Administration, Central Bank for
                    Cooperatives, Federal Intermediate Credit Banks,
          Federal Home
                    Loan Banks, Federal National Mortgage Association, and
          Student
                    Loan Marketing Association.    

                    ZERO COUPON BONDS  

                         A Fund may purchase zero coupon bonds in
          accordance with the
                    Fund's credit quality standards.  Zero coupons bonds
          are debt
                    obligations issued without any requirement for the
          periodic
                    payment of interest.  Zero coupon bonds are issued at a
                    significant discount from face value.  The discount
          approximates
                    the total amount of interest the bonds would accrue and
          compound
                    over the period until maturity at a rate of interest
          reflecting
                    the market rate at the time of issuance.  If a Fund
          holds zero












                    coupon bonds in its portfolio, however, it would
          recognize income
                    currently for Federal income tax purposes in the amount
          of the
                    unpaid, accrued interest and generally would be
          required to
                    distribute dividends representing such income to
          shareholders
                    currently, even though funds representing such income
          would not
                    have been received by the Fund.  Cash to pay dividends
                    representing unpaid, accrued interest may be obtained
          from sales
                    proceeds of portfolio securities and Fund shares and
          from loan
                    proceeds.  The potential sale of portfolio securities
          to pay cash
                    distributions from income earned on zero coupon bonds
          may result
                    in a Fund's being forced to sell portfolio securities
          at a time
                    when the Fund might otherwise choose not to sell these
          securities
                    and when the Fund might incur a capital loss on such
          sales. 
                    Because interest on zero coupon obligations is not
          distributed to
                    a Fund on a current basis, but is in effect compounded,
          the value
                    of the securities of this type is subject to greater
          fluctuations
                    in response to changing interest rates than the value
          of debt
                    obligations that distribute income regularly.    

                    REPURCHASE AGREEMENTS  

                         A Fund may enter into repurchase agreements. 
          Repurchase
                    agreements are contracts under which a Fund buys a
          money market
                    instrument and obtains a simultaneous commitment from
          the seller
                    to repurchase the instrument at a specified time and at
          an
                    agreed-upon yield.  Under guidelines approved by the
          Trust's























                    Board of Trustees (the "Board"), a Fund is permitted to
          enter
                    into repurchase agreements only if the repurchase
          agreements are
                    at least fully collateralized with U.S. Government
          securities or
                    other securities that the Fund's investment adviser has
          approved
                    for use as collateral for repurchase agreements and the
                    collateral must be marked-to-market daily.  A Fund will
          enter
                    into repurchase agreements only with banks and
          broker-dealers
                    deemed to be creditworthy by the Fund's investment
          adviser under
                    guidelines approved by the Board.  In the unlikely
          event of
                    failure of the executing bank or broker-dealer, a Fund
          could
                    experience some delay in obtaining direct ownership of
          the
                    underlying collateral and might incur a loss if the
          value of the
                    security should decline, as well as costs in disposing
          of the
                    security.    

                    WARRANTS

                         A Fund may invest in warrants.  The holder of a
          warrant has
                    the right to purchase a given number of shares of a
          particular
                    issuer at a specified price until expiration of the
          warrant. 
                    Such investments can provide a greater potential for
          profit or
                    loss than an equivalent investment in the underlying
          security. 
                    Prices of warrants do not necessarily move in tandem
          with the
                    prices of the underlying securities, and are
          speculative
                    investments.  Warrants pay no dividends and confer no
          rights
                    other than a purchase option.  If a warrant is not
          exercised by
                    the date of its expiration, the particular Fund will
          lose its
                    entire investment in such warrant.    












                    COMMERCIAL PAPER

                         Commercial paper represents short-term unsecured
          promissory
                    notes issued in bearer form by bank holding companies,
                    corporations and finance companies.  A Fund may invest
          in
                    commercial paper that, at the date of investment, is
          rated A-1 by
                    Standard & Poor's Corporation ("S&P") or Prime-1 by
          Moody's
                    Investors Service, Inc. ("Moody's") or, if not rated by
          Moody's
                    or S&P, issued by companies having an outstanding debt
          issue
                    rated AAA or AA by S&P or Aaa or Aa by Moody's.      

                    BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS

                         Certificates of deposit are negotiable
          certificates issued
                    against funds deposited in a commercial bank for a
          definite
                    period of time and earning a specified return. 
          Bankers'
                    acceptances are negotiable drafts or bills of exchange,
          normally
                    drawn by an importer or exporter to pay for specific
          merchandise,
                    which are "accepted" by a bank, meaning, in effect,
          that the bank
                    unconditionally agrees to pay the face value of the
          instrument on
                    maturity.  In addition to investing in certificates of
          deposit
                    and bankers' acceptances, a Fund may invest in time
          deposits in
                    banks or savings and loan associations.  Time deposits
          are
                    generally similar to certificates of deposit, but are
                    uncertificated. A Fund's investments in certificates of
          deposit,
























                    time deposits, and bankers' acceptances are limited to
                    obligations of (i) banks having total assets in excess
          of $1
                    billion, (ii) U.S. banks which do not meet the $1
          billion asset
                    requirement, if the principal amount of such obligation
                    (currently $100,000) is fully insured by the Federal
          Deposit
                    Insurance Corporation (the "FDIC"), (iii) savings and
          loan
                    associations which have total assets in excess of $1
          billion and
                    which are members of the FDIC, and (iv) foreign banks
          if the
                    obligation is, in IMI's opinion, of an investment
          quality
                    comparable to other debt securities which may be
          purchased by the
                    particular Fund.    

                    AMERICAN DEPOSITORY RECEIPTS ("ADRs")

                         A Fund may purchase sponsored or unsponsored ADRs. 
          ADRs are
                    dollar-denominated receipts issued generally by U.S.
          banks that
                    represent the deposit with the bank of a foreign
          company's
                    security.  ADRs are publicly traded on exchanges or
          over-the-
                    counter ("OTC") in the United States.  Ownership of
          unsponsored
                    ADRs may not entitle a Fund to financial or other
          reports from
                    the issuer to which it would be entitled as the owner
          of
                    sponsored ADRs.    

                    HIGH YIELD BONDS

                         A Fund may invest in corporate debt securities
          rated Baa or
                    lower by Moody's, BB or lower by S&P.  A Fund will not,
          however,
                    invest in securities that, at the time of investment,
          are rated
                    lower than C by either Moody's or S&P.  Securities
          rated Baa or
                    BBB (and comparable unrated securities) are considered
          by major
                    credit-rating organizations to have speculative
          elements as well
                    as investment-grade characteristics.  Securities rated
          lower than












                    Baa or BBB (and comparable unrated securities) are
          commonly
                    referred to as "high yield" or "junk" bonds and are
          considered to
                    be predominantly speculative with respect to the
          issuer's
                    continuing ability to meet principal and interest
          payments.  The
                    lower the ratings of corporate debt securities, the
          more their
                    risks render them like equity securities.  (See
          Appendix A for a
                    more complete description of the ratings assigned by
          Moody's and
                    S&P and their respective characteristics.)    

                         While IMI may refer to ratings issued by
          established credit
                    rating agencies, it is not IMI's policy to rely
          exclusively on
                    such ratings, but rather to supplement such ratings
          with its own
                    independent and ongoing review of credit quality.  A
          Fund's
                    achievement of its investment objective may, to the
          extent of its
                    investment in high yield bonds, be more dependent upon
          IMI's
                    credit analysis than would be the case if the Funds
          were
                    investing in higher quality bonds.  Should the rating
          of a
                    portfolio security be downgraded, IMI will determine
          whether it
                    is in the relevant Fund's best interest to retain or
          dispose of
                    the security.  However, should any individual bond held
          by a Fund
                    be downgraded below a rating of C, IMI currently
          intends to
                    dispose of such bond based on then existing market












                    conditions.    












                         The secondary market on which high yield bonds are
          traded
                    may be less liquid than the market for higher grade
          bonds.  Less
                    liquidity in the secondary trading market could
          adversely affect
                    the price at which a Fund could sell a high yield bond,
          and could
                    adversely affect and cause large fluctuations in the
          daily net
                    asset value of each the Fund's shares.  Adverse
          publicity and
                    investor perceptions, whether or not based on
          fundamental
                    analysis, may decrease the value and liquidity of high
          yield
                    bonds, especially in a thinly traded market.  When
          secondary
                    markets for high yield securities are less liquid than
          the
                    markets for higher grade securities, it may be more
          difficult to
                    value the securities because such valuation may require
          more
                    research, and elements of judgment may play a greater
          role in the
                    valuation because there is less reliable, objective
          data
                    available.    

                         Furthermore, prices for high yield bonds may be
          affected by
                    legislative and regulatory developments.  For example,
          federal
                    rules require savings and loan institutions to reduce
          gradually
                    their holdings of this type of security.  Also,
          Congress has from
                    time to time considered legislation that would restrict
          or
                    eliminate the corporate tax deduction for interest
          payments on
                    these securities and regulate corporate restructurings. 
          Such
                    legislation may significantly depress the prices of
          outstanding
                    securities of this type.    

                    FOREIGN SECURITIES  

                         A Fund may invest in debt securities of foreign
          issuers,
                    including non-U.S. dollar-denominated debt securities,
          Eurodollar












                    securities and debt securities issued, assumed or
          guaranteed by
                    foreign governments or political subdivisions or the
                    instrumentalities thereof.  Investors should consider
          carefully
                    the substantial risks involved in investing in
          securities issued
                    by companies and governments of foreign nations, which
          are in
                    addition to the usual risks inherent in the domestic
          investments. 
                    Although a Fund intends to invest only in nations that
          IMI
                    considers to have relatively stable and friendly
          governments,
                    there is the possibility of expropriation,
          nationalization or
                    confiscatory taxation, taxation of income earned in a
          foreign
                    country and other foreign taxes, foreign exchange
          controls (which
                    may include suspension of the ability to transfer
          currency from a
                    given country), default in foreign government
          securities,
                    political or social instability or diplomatic
          developments which
                    could affect investments in securities of issuers in
          those
                    nations.  In addition, in many countries there is less
          publicly
                    available information about issuers than is available
          in reports
                    about companies in the United States.  For example,
          ownership of
                    unsponsored ADRs may not entitle the owner to financial
          or other
                    reports from the issuer to which it might otherwise be
          entitled
                    as the owner of a sponsored ADR.  Moreover, foreign
          companies are
                    not generally subject to uniform accounting, auditing
          and























                    financial reporting standards, and auditing practices
          and
                    requirements may not be comparable to those applicable
          to U.S.
                    companies.  In many foreign countries, there is less
          government
                    supervision and regulation of business and industry
          practices,
                    stock exchanges, brokers and listed companies than in
          the United
                    States.  Foreign securities transactions may be subject
          to higher
                    brokerage costs than domestic securities transactions. 
          The
                    foreign securities markets of many of the countries in
          which a
                    Fund may invest may also be smaller, less liquid and
          subject to
                    greater price volatility than those in the United
          States. 
                    Further, a Fund may encounter difficulties or be unable
          to pursue
                    legal remedies and obtain judgment in foreign
          courts.    

                    INVESTING IN EMERGING MARKETS

                         Investors should recognize that investing in
          foreign
                    securities involves certain special considerations,
          including
                    those set forth below, that are not typically
          associated with
                    investing in United States securities and that may
          affect a
                    Fund's performance favorably or unfavorably.  (See also
          "Foreign
                    Securities" under the caption "Risk Factors and
          Investment
                    Techniques" in the Prospectus.)    

                         Foreign stock markets have different clearance and
                    settlement procedures and in certain markets there have
          been
                    times when settlements have been unable to keep pace
          with the
                    volume of securities transactions, making it difficult
          to conduct
                    such transactions.  Delays in settlement could result
          in
                    temporary periods when assets of a Fund are uninvested
          and no
                    return is earned thereon.  The inability of a Fund to
          make












                    intended security purchases due to settlement problems
          could
                    cause that Fund to miss attractive investment
          opportunities. 
                    Further, the inability to dispose of portfolio
          securities due to
                    settlement problems could result either in losses to a
          Fund
                    because of subsequent declines in the value of the
          portfolio
                    security or, if a Fund has entered into a contract to
          sell the
                    security, in possible liability to the purchaser. 
          Fixed
                    commissions on some foreign securities exchanges are
          generally
                    higher than negotiated commissions on U.S. exchanges,
          although
                    IMI will endeavor to achieve the most favorable net
          results on a
                    Fund's portfolio transactions.  In addition, a Fund may
          encounter
                    difficulties or be unable to pursue legal remedies and
          obtain
                    judgment in foreign courts.  It may be more difficult
          for a
                    Fund's agents to keep currently informed about
          corporate actions
                    such as stock dividends or other matters that may
          affect the
                    prices of portfolio securities.  Communications between
          the
                    United States and foreign countries may be less
          reliable than
                    within the United States, thus increasing the risk of
          delayed
                    settlements of portfolio transactions or loss of
          certificates for
                    portfolio securities.  Moreover, individual foreign
          economies may
                    differ favorably or unfavorably from the United States
          economy in
                    such respects as growth of gross national product, rate
          of
                    inflation, capital reinvestment, resource
          self-sufficiency and
                    balance of payments position.  IMI seeks to mitigate
          the risks to























                    a Fund associated with the foregoing considerations
          through
                    investment variation and continuous professional
          management.    

                         Investments in companies domiciled in developing
          countries
                    may be subject to potentially higher risks than
          investments in
                    developed countries.  These risks include (i) less
          social,
                    political and economic stability; (ii) the small
          current size of
                    the markets for such securities and the currently low
          or
                    nonexistent volume of trading, which result in a lack
          of
                    liquidity and in greater price volatility; (iii)
          certain national
                    policies that may restrict a Fund's investment
          opportunities,
                    including restrictions on investment in issuers or
          industries
                    deemed sensitive to national interests; (iv) foreign
          taxation;
                    (v) the absence of developed structures governing
          private or
                    foreign investment or allowing for judicial redress for
          injury to
                    private property; (vi) the absence, until relatively
          recently in
                    certain Eastern European countries, of a capital market
          structure
                    or market-oriented economy; (vii) the possibility that
          recent
                    favorable economic developments in Eastern Europe may
          be slowed
                    or reversed by unanticipated political or social events
          in such
                    countries; and (viii) the possibility that currency
          devaluations
                    could adversely affect the value of a Fund's
          investments.    

                         Despite the dissolution of the Soviet Union, the
          Communist
                    Party may continue to exercise a significant role in
          certain













                    Eastern European countries.  To the extent of the
          Communist
                    Party's influence, investments in such countries will
          involve
                    risks of nationalization, expropriation and
          confiscatory
                    taxation.  The communist governments of a number of
          Eastern
                    European countries expropriated large amounts of
          private property
                    in the past, in many cases without adequate
          compensation, and
                    there can be no assurance that such expropriation will
          not occur
                    in the future.  In the event of such expropriation, a
          Fund could
                    lose a substantial portion of any investments it has
          made in the
                    affected countries.  Further, few (if any) accounting
          standards
                    exist in Eastern European countries.  Finally, even
          though
                    certain Eastern European currencies may be convertible
          into U.S.
                    dollars, the conversion rates may be artificial in
          relation to
                    the actual market values and may be adverse to a Fund's
                    Shareholders.    

                         Certain Eastern European countries that do not
          have market
                    economies are characterized by an absence of developed
          legal
                    structures governing private and foreign investments
          and private
                    property.  In addition, certain countries require
          governmental
                    approval prior to investments by foreign persons, or
          limit the
                    amount of investment by foreign persons in a particular
          company,
                    or limit the investment of foreign persons to only a
          specific
                    class of securities of a company that may have less
          advantageous
                    terms than securities of the company available for
          purchase by
                    nationals.    

                         Authoritarian governments in certain Eastern
          European
                    countries may require that a governmental or
          quasi-governmental























                    authority act as custodian of a Fund's assets invested
          in such
                    country.  To the extent such governmental or
          quasi-governmental
                    authorities do not satisfy the requirements of the
          Investment
                    Company Act of 1940, as amended (the "1940 Act"), to
          act as
                    foreign custodians of a Fund's cash and securities,
          that Fund's
                    investment in such countries may be limited or may be
          required to
                    be effected through intermediaries.  The risk of loss
          through
                    governmental confiscation may be increased in such
          countries.    

                    CANADIAN SECURITIES

                         Ivy Canada Fund may invest in Canadian securities. 
          The
                    Canadian securities market is among the largest in the
          world. 
                    Equity securities are traded primarily on the country's
          five
                    independent regional stock exchanges:  The Toronto
          Stock Exchange
                    ("TSE"), the Montreal Exchange ("ME"), the Vancouver
          Stock
                    Exchange ("VSE"), the Alberta Stock Exchange and the
          Winnipeg
                    Stock Exchange.  The TSE, which is the largest regional
          exchange,
                    had a total market capitalization of $756.3 billion as
          of
                    November 3, 1994 and its 1,250 listed companies had a
          November
                    trading volume of 1,120,300,000 shares.  A small
          percentage of
                    Canadian stocks are traded on the unlisted or OTC
          market.  In
                    contrast, almost all debt securities are traded on the
          OTC. 













                    Interlisting is common among the Canadian and U.S.
          stock
                    exchanges and the OTC markets.  In addition, the TSE,
          the
                    American Stock Exchange and the Midwest Stock Exchange
          are
                    electronically linked to permit the order routing of
          interlisted
                    securities on those stock exchanges.  The ME and the
          Boston Stock
                    Exchange are similarly linked.  Ivy Canada Fund invests
          less than
                    1% of its assets in securities listed solely on the
          VSE.    

                         The economy of Canada is strongly influenced by
          the
                    activities of companies and industries involved in the
          production
                    and processing of natural resources.  The companies may
          include
                    those involved in the energy industry, industrial
          materials
                    (chemicals, base metals, timber and paper) and
          agricultural
                    materials (grain cereals).  The securities of companies
          in the
                    energy industry are subject to changes in value and
          dividend
                    yield, which depend, to a large extent, on the price
          and supply
                    of energy fuels.  Rapid price and supply fluctuations
          may be
                    caused by events relating to international politics,
          energy
                    conservation and the success of exploration projects.
          Economic
                    prospects are changing due to recent government
          attempts to
                    reduce restrictions against foreign investment.  These
                    considerations are especially important for a Fund,
          like Ivy
                    Canada Fund, which invests primarily in Canadian
          securities.    

                         Many factors, including social, environmental and
          economic
                    conditions, that are not within the control of Canada
          affect and
                    could have an adverse impact on the financial condition
          of
                    Canada.  IMI is unable to predict what effect, if any,
          such













                    factors would have on instruments held in a Fund's
          portfolio.    

                         Beginning in January of 1989 the U.S. - Canada
          Free Trade












                    Agreement will be phased in over a period of 10 years. 
          This
                    agreement will remove tariffs on U.S. technology and
          Canadian
                    agricultural products in addition to removing trade
          barriers
                    affecting other important sectors of each country's
          economy. 
                    Additionally, the recent implementation of the North
          American
                    Free Trade Agreement in January, 1994 is expected to
          lead to
                    increased trade and reduced barriers between Canada and
          the
                    United States.    

                         Canada is one of the world's leading industrial
          countries,
                    as well as a major exporter of agricultural products. 
          Canada is
                    rich in natural resources such as zinc, uranium,
          nickel, gold,
                    silver, aluminum, iron and copper.  Forest covers over
          44% of
                    land area, making Canada a leading world producer of
                    newsprint.    

                         Canada is also a major producer of
          hydroelectricity, oil and
                    gas.  The business activities of companies in the
          energy field
                    may include the production, generation, transmission,
          marketing,
                    control or measurement of energy or energy fuels.    

                         Canadian securities exchanges are self-regulatory
          agencies












                    that are recognized by the securities administrators of
          the
                    province in which the exchange is located.  The
          largest, most
                    active Canadian exchange is the TSE, which is a
          self-regulated
                    agency recognized by the Ontario Securities Commission. 
          Canadian
                    securities regulation differs in certain respects from
          United
                    States securities regulation.  For example, the amount
          of
                    information available concerning companies that have
          securities
                    traded on Canadian exchanges and do not have securities
          traded on
                    an exchange in the United States is generally less than
          that
                    available concerning companies which have securities
          traded on
                    United States exchanges.  See "Risk Factors and
          Investment
                    Techniques" in the Prospectus for a discussion of the
          risks
                    associated with investing in the securities of foreign
                    companies.    

                    INVESTING IN LATIN AMERICA

                         Investing in securities of Latin American issuers
          may entail
                    risks relating to the potential political and economic
                    instability of certain Lain American countries and the
          risks of
                    expropriation, nationalization, confiscation or the
          imposition of
                    restrictions on foreign investment and on repatriation
          of capital
                    invested.  In the event of expropriation,
          nationalization or
                    other confiscation by any country, a Fund could lose
          its entire
                    investment in any such country.    

                         The securities markets of Latin American countries
          are
                    substantially smaller, less developed, less liquid and
          more
                    volatile than the major securities markets in the U.S.
          Disclosure
                    and regulatory standards are in many respects less
          stringent than
                    U.S. standards.  Furthermore, there is a lower level of













                    monitoring and regulation of the markets and the
          activities of












                    investors in such markets.    

                         The limited size of many Latin American securities
          markets
                    and limited trading volume in the securities of Latin
          American
                    issuers compared to volume of trading in the securities
          of U.S.
                    issuers could cause prices to be erratic for reasons
          apart from
                    factors that affect the soundness and competitiveness
          of the
                    securities issuers.  For example, limited market size
          may cause
                    prices to be unduly influenced by traders who control
          large
                    positions.  Adverse publicity and investors'
          perceptions, whether
                    or not based on in-depth fundamental analysis, may
          decrease the
                    value and liquidity of portfolio securities.    

                         Latin America Strategy Fund invests in securities
                    denominated in currencies of Latin American countries. 
                    Accordingly, changes in the value of these currencies
          against the
                    U.S. dollar will result in corresponding changes in the
          U.S.
                    dollar value of the Fund's assets denominated in those
                    currencies.    

                         Some Latin American countries also may have
          managed
                    currencies, which are not free floating against the
          U.S. dollar. 
                    In addition, there is risk that certain Lain American
          countries
                    may restrict the free conversion of their currencies
          into other













                    countries.  Further, certain Latin American currencies
          may not be
                    internationally traded.  Certain of these currencies
          have
                    experienced a steep devaluation relative to the U.S.
          dollar.  Any
                    devaluations in the currencies in which a Fund's
          portfolio
                    securities are denominated may have a detrimental
          impact on that
                    Fund's net asset value.    

                         The economies of individual Latin American
          countries may
                    differ favorably or unfavorably from the U.S. economy
          in such
                    respects as the rate of growth of gross domestic
          product, the
                    rate of inflation, capital reinvestment, resource self-
                    sufficiency and balance of payments position.  Certain
          Latin
                    American countries have experienced high levels of
          inflation
                    which can have a debilitating effect on the economy. 
                    Furthermore, certain Latin American countries may
          impose
                    withholding taxes on dividends payable to a Fund at a
          higher rate
                    than those imposed by other foreign countries.  This
          may reduce
                    the Fund's investment income available for distribution
          to
                    shareholders.    

                         Certain Latin American countries such as
          Argentina, Brazil
                    and Mexico are among the world's largest debtors to
          commercial
                    banks and foreign governments.  At times, certain Latin
          American
                    countries have declared moratoria on the payment of
          principal
                    and/or interest on outstanding debt.  Investment in
          sovereign
                    debt can involve a high degree of risk.  The
          governmental entity
                    that controls the repayment of sovereign debt may not
          be able or
                    willing to repay the principal and/or interest when due
          in
                    accordance with the terms of such debt.  A governmental
          entity's
                    willingness or ability to repay principal and interest
          due in a























                    timely manner may be affected by, among other factors,
          its cash
                    flow situation, the extent of its foreign reserves, the
                    availability of sufficient foreign exchange on the date
          a payment
                    is due, the relative size of the debt service burden to
          the
                    economy as a whole, the governmental entity's policy
          towards the
                    International Monetary Fund, and the political
          constraints to
                    which a governmental entity may be subject. 
          Governmental
                    entities may also be dependent on expected
          disbursements from
                    foreign governments, multilateral agencies and others
          abroad to
                    reduce principal and interest arrearages on their debt. 
          The
                    commitment on the part of these governments, agencies
          and others
                    to make such disbursements may be conditioned on a
          governmental
                    entity's implementation of economic reforms and/or
          economic
                    performance and the timely service of such debtor's
          obligations. 
                    Failure to implement such reforms, achieve such levels
          of
                    economic performance or repay principal or interest
          when due may
                    result in the cancellation of such third parties'
          commitments to
                    lend funds to the governmental entity, which may
          further impair
                    such debtor's ability or willingness to service its
          debts in a
                    timely manner.  Consequently, governmental entities may
          default
                    on their sovereign debt.    

                         Holders of sovereign debt, including a Fund, may
          be












                    requested to participate in the rescheduling of such
          debt and to
                    extend further loans to governmental entities.  There
          is no
                    bankruptcy proceeding by which defaulted sovereign debt
          may be
                    collected in whole or in part.    

                         Governments of many Latin American countries have
          exercised
                    and continue to exercise substantial influence over
          many aspects
                    of the private sector through the ownership or control
          of many
                    companies, including some of the largest in those
          countries.  As
                    a result, government actions in the future could have a
                    significant effect on economic conditions which may
          adversely
                    affect prices of certain portfolio securities. 
          Expropriation,
                    confiscatory taxation, nationalization, political,
          economic or
                    social instability or other similar developments, such
          as
                    military coups, have occurred in the past and could
          also
                    adversely affect a Fund's investments in this
          region.    

                         Changes in political leadership, the
          implementation of
                    market oriented economic policies, such as
          privatization, trade
                    reform and fiscal and monetary reform are among the
          recent steps
                    taken to renew economic growth.  External debt is being
                    restructured and flight capital (domestic capital that
          has left
                    home country) has begun to return.  Inflation control
          efforts
                    have also been implemented.  Latin American equity
          markets can be
                    extremely volatile and in the past have shown little
          correlation
                    with the U.S. market.  Currencies are typically weak,
          but most
                    are now relatively free floating, and it is not unusual
          for the
                    currencies to undergo wide fluctuations in value over
          short
                    periods of time due to changes in the market.    

                    FORWARD FOREIGN CURRENCY CONTRACTS























                         A Fund may enter into forward foreign currency
          contracts (a
                    "forward contract").  A forward contract is an
          obligation to
                    purchase or sell a specific currency for an agreed
          price at a
                    future date (usually less than a year), which is
          individually
                    negotiated and privately traded by currency traders and
          their
                    customers.  A forward contract generally has no deposit
                    requirement, and no commissions are charged at any
          stage for
                    trades.  Although foreign exchange dealers do not
          charge a fee
                    for commissions, they do realize a profit based on the
          difference
                    between the price at which they are buying and selling
          various
                    currencies.  Although these contracts are intended to
          minimize
                    the risk of loss due to a decline in the value of the
          hedged
                    currencies, at the same time, they tend to limit any
          potential
                    gain which might result should the value of such
          currencies
                    increase.    

                         While a Fund may enter into forward contracts to
          reduce
                    currency exchange risks, changes in currency exchange
          rates may
                    result in poorer overall performance for a Fund than if
          it had
                    not engaged in such transactions.  Moreover, there may
          be an
                    imperfect correlation between a Fund's portfolio
          holdings of
                    securities denominated in a particular currency and
          forward
                    contracts entered into by that Fund.  Such imperfect
          correlation












                    may prevent a Fund from achieving the intended hedge or
          expose
                    the Fund to the risk of currency exchange loss.    

                         A Fund will not enter into forward contracts or
          maintain a
                    net exposure to such contracts where the consummation
          of the
                    contracts would obligate the Fund to deliver an amount
          of
                    currency in excess of the value of the Fund's portfolio
          securi-
                    ties or other assets denominated in that currency. 
          Further, a
                    Fund generally will not enter into a forward contract
          with a term
                    of greater than one year.    

                         A Fund will hold cash, U.S. Government securities,
          or other
                    high grade debt securities in a segregated account with
          its
                    Custodian in an amount equal (on a daily
          marked-to-market basis)
                    to the amount of the commitments under these contracts. 
          At the
                    maturity of a forward contract, a Fund may either
          accept or make
                    delivery of the currency specified in the contract, or,
          prior to
                    maturity, enter into a closing purchase transaction
          involving the
                    purchase or sale of an offsetting contract.  Closing
          purchase
                    transactions with respect to forward contracts are
          usually
                    effected with the currency trader who is a party to the
          original
                    forward contract.    

                    FOREIGN CURRENCIES

                         Investment in foreign securities usually will
          involve
                    currencies of foreign countries.  Moreover, a Fund may
                    temporarily hold funds in bank deposits in foreign
          currencies
                    during the completion of investment programs and may
          purchase
                    forward contracts.  Because of these factors, the value
          of the
                    assets of a Fund as measured in U.S. dollars may be
          affected























                    favorably or unfavorably by changes in foreign currency
          exchange
                    rates and exchange control regulations, and the Fund
          may incur
                    costs in connection with conversions between various
          currencies. 
                    Although a Fund's custodian values the Fund's assets
          daily in
                    terms of U.S. dollars, a Fund does not intend to
          convert its
                    holdings of foreign currencies into U.S. dollars on a
          daily
                    basis.  A Fund may do so from time to time, and
          investors should
                    be aware of the costs of currency conversion.  Although
          foreign
                    exchange dealers do not charge a fee for conversion,
          they do
                    realize a profit based on the difference (the "spread")
          between
                    the prices at which they are buying and selling various
                    currencies.  Thus, a dealer may offer to sell a foreign
          currency
                    to a Fund at one rate, while offering a lesser rate of
          exchange
                    should the Fund desire to resell that currency to the
          dealer.  A
                    Fund will conduct its foreign currency exchange
          transactions
                    either on a spot (i.e., cash) basis at the spot rate
          prevailing
                    in the foreign currency exchange market, or through
          entering into
                    forward contracts to purchase or sell foreign
          currencies.      

                         Because a Fund normally will be invested in both
          U.S. and
                    foreign securities markets, changes in the Fund's share
          price may
                    have a low correlation with movements in the U.S.
          markets.  A
                    Fund's share price will reflect the movements of both
          the












                    different stock and bond markets in which it is
          invested and of
                    the currencies in which the investments are
          denominated; the
                    strength or weakness of the U.S. dollar against foreign
                    currencies may account for part of a Fund's investment
                    performance.  U.S. and foreign securities markets do
          not always
                    move in step with each other, and the total returns
          from
                    different markets may vary significantly.    

                    OPTIONS TRANSACTIONS

                         GENERAL.   A Fund may engage in transactions in
          options on
                    securities and stock indices in accordance with the
          Fund's stated
                    investment objective and policies.  A Fund may also
          purchase put
                    options on securities and may purchase and sell (write)
          put and
                    call options on stock indices.  Options on securities
          and stock
                    indices purchased or written by a Fund will be limited
          to options
                    traded on national securities exchanges, boards of
          trade or
                    similar entities, or in the OTC markets.    

                         A call option is a short-term contract (having a
          duration of
                    less than one year) pursuant to which the purchaser, in
          return
                    for the premium paid, has the right to buy the security
                    underlying the option at the specified exercise price
          at any time
                    during the term of the option.  The writer of the call
          option,
                    who receives the premium, has the obligation, upon
          exercise of
                    the option, to deliver the underlying security against
          payment of
                    the exercise price.  A put option is a similar contract
          pursuant
                    to which the purchaser, in return for the premium paid,
          has the
                    right to sell the security underlying the option at the
          specified
                    exercise price at any time during the term of the
          option.  The
                    writer of the put option, who receives the premium, has
          the























                    obligation, upon exercise of the option, to buy the
          underlying
                    security at the exercise price.  The premium paid by
          the
                    purchaser of an option will reflect, among other
          things, the
                    relationship of the exercise price to the market price
          and
                    volatility of the underlying security, the time
          remaining to
                    expiration of the option, supply and demand, and
          interest
                    rates.    

                         If the writer of an option wishes to terminate the
                    obligation, the writer may effect a "closing purchase
                    transaction."  This is accomplished by buying an option
          of the
                    same series as the option previously written.  The
          effect of the
                    purchase is that the writer's position will be
          cancelled by the
                    Options Clearing Corporation.  However, a writer may
          not effect a
                    closing purchase transaction after it has been notified
          of the
                    exercise of an option.  Likewise, an investor who is
          the holder
                    of an option may liquidate his or her position by
          effecting a
                    "closing sale transaction."  This is accomplished by
          selling an
                    option of the same series as the option previously
          purchased. 
                    There is no guarantee that either a closing purchase or
          a closing
                    sale transaction can be effected at any particular time
          or at any
                    acceptable price.  If any call or put option is not
          exercised or
                    sold, it will become worthless on its expiration
          date.    














                         A Fund will realize a gain (or a loss) on a
          closing purchase
                    transaction with respect to a call or a put previously
          written by
                    the Fund if the premium, plus commission costs, paid by
          the Fund
                    to purchase the call or the put is less (or greater)
          than the
                    premium, less commission costs, received by the Fund on
          the sale
                    of the call or the put.  A gain also will be realized
          if a call
                    or a put that a Fund has written lapses unexercised,
          because the
                    Fund would retain the premium.  Any such gains (or
          losses) are
                    considered short-term capital gains (or losses) for
          Federal
                    income tax purposes.  Net short-term capital gains,
          when
                    distributed by a Fund, are taxable as ordinary income. 
          See
                    "Taxation."    

                         A Fund will realize a gain (or a loss) on a
          closing sale
                    transaction with respect to a call or a put previously
          purchased
                    by the Fund if the premium, less commission costs,
          received by
                    the Fund on the sale of the call or the put is greater
          (or less)
                    than the premium, plus commission costs, paid by the
          Fund to
                    purchase the call or the put.  If a put or a call
          expires
                    unexercised, it will become worthless on the expiration
          date, and
                    a Fund will realize a loss in the amount of the premium
          paid,
                    plus commission costs.  Any such gain or loss will be
          long-term
                    or short-term gain or loss, depending upon a Fund's
          holding
                    period for the option.    

                         Exchange-traded options generally have
          standardized terms
                    and are issued by a regulated clearing organization
          (such as the
                    Options Clearing Corporation), which, in effect,
          guarantees the
                    completion of every exchange-traded option transaction. 
          In












                    contrast, the terms of OTC options are negotiated by a
          Fund and












                    its counterparty (usually a securities dealer or a
          financial
                    institution) with no clearing organization guarantee. 
          When a
                    Fund purchases an OTC option, it relies on the party
          from whom it
                    has purchased the option (the "counterparty") to make
          delivery of
                    the instrument underlying the option.  If the
          counterparty fails
                    to do so, a Fund will lose any premium paid for the
          option, as
                    well as any expected benefit of the transaction. 
          Accordingly,
                    IMI will assess the creditworthiness of each
          counterparty to
                    determine the likelihood that the terms of the OTC
          option will be
                    satisfied.    

                         WRITING OPTIONS ON INDIVIDUAL SECURITIES.  A Fund
          may write
                    (sell) covered call options on the Fund's securities in
          an
                    attempt to realize a greater current return than would
          be
                    realized on the securities alone.  A Fund may also
          write covered
                    call options to hedge a possible stock or bond market
          decline
                    (only to the extent of the premium paid to the Fund for
          the
                    options).  In view of the investment objectives of a
          Fund, the
                    Fund generally would write call options only in
          circumstances
                    where the investment adviser to the Fund does not
          anticipate
                    significant appreciation of the underlying security in
          the near












                    future or has otherwise determined to dispose of the
                    security.    

                         A Fund may write covered call options as described
          in the
                    Fund's Prospectus.  A "covered" call option means
          generally that
                    so long as the Fund is obligated as the writer of a
          call option,
                    the Fund will (i) own the underlying securities subject
          to the
                    option, or (ii) have the right to acquire the
          underlying
                    securities through immediate conversion or exchange of
                    convertible preferred stocks or convertible debt
          securities owned
                    by the Fund.  Although a Fund receives premium income
          from these
                    activities, any appreciation realized on an underlying
          security
                    will be limited by the terms of the call option.  A
          Fund may
                    purchase call options on individual securities only to
          effect a
                    "closing purchase transaction."    

                         As the writer of a call option, a Fund receives a
          premium
                    for undertaking the obligation to sell the underlying
          security at
                    a fixed price during the option period, if the option
          is
                    exercised.  So long as a Fund remains obligated as a
          writer of a
                    call option, it forgoes the opportunity to profit from
          increases
                    in the market price of the underlying security above
          the exercise
                    price of the option, except insofar as the premium
          represents
                    such a profit (and retains the risk of loss should the
          value of
                    the underlying security decline).    

                         PURCHASING OPTIONS ON INDIVIDUAL SECURITIES.  A
          Fund may
                    purchase a put option on an underlying security owned
          by the Fund
                    as a defensive technique in order to protect against an
                    anticipated decline in the value of the security.  A
          Fund, as the
                    holder of the put option, may sell the underlying
          security at the













                    exercise price regardless of any decline in its market
          price.  In
                    order for a put option to be profitable, the market
          price of the












                    underlying security must decline sufficiently below the
          exercise
                    price to cover the premium and transaction costs that a
          Fund must
                    pay.  These costs will reduce any profit a Fund might
          have
                    realized had it sold the underlying security instead of
          buying
                    the put option.  The premium paid for the put option
          would reduce
                    any capital gain otherwise available for distribution
          when the
                    security is eventually sold.  The purchase of put
          options will
                    not be used by a Fund for leverage purposes.    

                         A Fund may also purchase a put option on an
          underlying
                    security that it owns and at the same time write a call
          option on
                    the same security with the same exercise price and
          expiration
                    date.  Depending on whether the underlying security
          appreciates
                    or depreciates in value, a Fund would sell the
          underlying
                    security for the exercise price either upon exercise of
          the call
                    option written by it or by exercising the put option
          held by it. 
                    A Fund would enter into such transactions in order to
          profit from
                    the difference between the premium received by the Fund
          for the
                    writing of the call option and the premium paid by the
          Fund for
                    the purchase of the put option, thereby increasing the
          Fund's












                    current return.    

                         A Fund will purchase put options only to the
          extent
                    permitted by the policies of state securities
          authorities in
                    states where shares of the Fund are qualified for offer
          and sale. 
                    Such authorities may impose further limitations on the
          ability of
                    a Fund to purchase options.  A Fund may write (sell)
          put options
                    on individual securities only to effect a "closing sale
                    transaction."    

                         PURCHASING AND WRITING OPTIONS ON SECURITIES
          INDICES.  A
                    Fund may purchase and sell (write) put and call options
          on
                    securities indices.  An index assigns relative values
          to the
                    securities included in the index and the index
          fluctuates with
                    changes in the market values of the securities so
          included. 
                    Options on indices are similar to options on individual
                    securities, except that, rather than giving the
          purchaser the
                    right to take delivery of an individual security at a
          specified
                    price, they give the purchaser the right to receive
          cash.  The
                    amount of cash is equal to the difference between the
          closing
                    price of the index and the exercise price of the
          option,
                    expressed in dollars, times a specified multiple (the
                    "multiplier").  The writer of the option is obligated,
          in return
                    for the premium received, to make delivery of this
          amount.    

                         The multiplier for an index option performs a
          function
                    similar to the unit of trading for a stock option.  It
          determines
                    the total dollar value per contract of each point in
          the
                    difference between the exercise price of an option and
          the
                    current level of the underlying index.  A multiplier of
          100 means
                    that a one-point difference will yield $100.  Options
          on












                    different indices have different multipliers.    

                         When a Fund writes a call or put option on a stock
          index,












                    the option is "covered", in the case of a call, or
          "secured", in
                    the case of a put, if the Fund maintains in a
          segregated account
                    with the Custodian cash, U.S. Government securities or
          other
                    high-grade debt securities equal to the contract value. 
          A call
                    option is also covered if a Fund holds a call on the
          same index
                    as the call written where the exercise price of the
          call held is
                    (i) equal to or less than the exercise price of the
          call written
                    or (ii) greater than the exercise price of the call
          written,
                    provided that the Fund maintains in a segregated
          account with the
                    Custodian the difference in cash, U.S. Government
          securities or
                    other high-grade debt securities.  A put option is also
          "secured"
                    if a Fund holds a put on the same index as the put
          written where
                    the exercise price of the put held is (i) equal to or
          greater
                    than the exercise price of the put written or (ii) less
          than the
                    exercise price of the put written, provided that the
          Fund
                    maintains in a segregated account with the Custodian
          the
                    difference in cash, U.S. Government securities or other
          high-
                    grade debt securities.    

                         RISKS OF OPTIONS TRANSACTIONS.  The purchase and
          writing of












                    options involves certain risks.  During the option
          period, the
                    covered call writer has, in return for the premium on
          the option,
                    given up the opportunity to profit from a price
          increase in the
                    underlying securities above the exercise price, but, as
          long as
                    its obligation as a writer continues, has retained the
          risk of
                    loss should the price of the underlying security
          decline.  The
                    writer of an option has no control over the time when
          it may be
                    required to fulfill its obligation as a writer of the
          option. 
                    Once an option writer has received an exercise notice,
          it cannot
                    effect a closing purchase transaction in order to
          terminate its
                    obligation under the option and must deliver the
          underlying
                    securities (or cash in the case of an index option) at
          the
                    exercise price.  If a put or call option purchased by a
          Fund is
                    not sold when it has remaining value, and if the market
          price of
                    the underlying security (or index), in the case of a
          put, remains
                    equal to or greater than the exercise price or, in the
          case of a
                    call, remains less than or equal to the exercise price,
          a Fund
                    will lose its entire investment in the option.  Also,
          where a put
                    or call option on a particular security (or index) is
          purchased
                    to hedge against price movements in a related security
          (or
                    securities), the price of the put or call option may
          move more or
                    less than the price of the related security (or
          securities).  In
                    this regard, there are differences between the
          securities and
                    options markets that could result in an imperfect
          correlation
                    between these markets, causing a given transaction not
          to achieve
                    its objective.    

                         There can be no assurance that a liquid market
          will exist












                    when a Fund seeks to close out an option position. 
          Furthermore,
                    if trading restrictions or suspensions are imposed on
          the options
                    markets, a Fund may be unable to close out a position. 
          Finally,
                    trading could be interrupted, for example, because of
          supply and
                    demand imbalances arising from a lack of either buyers
          or
                    sellers, or the options exchange could suspend trading
          after the












                    price has risen or fallen more than the maximum amount
          specified
                    by the exchange.  Closing transactions can be made for
          OTC
                    options only by negotiating directly with the
          counterparty or by
                    a transaction in the secondary market, if any such
          market exists. 
                    There is no assurance that a Fund will be able to close
          out an
                    OTC option position at a favorable price prior to its
          expiration. 
                    In the event of insolvency of the counterparty, a Fund
          might be
                    unable to close out an OTC option position at any time
          prior to
                    its expiration.  Although a Fund may be able to offset
          to some
                    extent any adverse effects of being unable to liquidate
          an option
                    position, the Fund may experience losses in some cases
          as a
                    result of such inability.    

                         A Fund's options activities also may have an
          impact upon the
                    level of its portfolio turnover and brokerage
          commissions.  See
                    "Portfolio Turnover."    













                         A Fund's success in using options techniques
          depends, among
                    other things, on IMI's ability to predict accurately
          the
                    direction and volatility of price movements in the
          options
                    markets as well as the securities markets and on IMI's
          ability to
                    select the proper type, time and duration of
          options.    

                    SECURITIES INDEX FUTURES CONTRACTS

                         A Fund may enter into securities index futures
          contracts as
                    an efficient means of regulating the Fund's exposure to
          the
                    equity markets.  A Fund will not engage in transactions
          in
                    futures contracts for speculation but only as a hedge
          against
                    changes resulting from market conditions in the values
          of
                    securities held in the Fund's portfolio or which it
          intends to
                    purchase.      

                         An index futures contract is a contract to buy or
          sell units
                    of an index at a specified future date at a price
          agreed upon
                    when the contract is made.  Entering into a contract to
          buy units
                    of an index is commonly referred to as purchasing a
          contract or
                    holding a long position in the index.  Entering into a
          contract
                    to sell units of an index is commonly referred to as
          selling a
                    contract or holding a short position.  The value of a
          unit is the
                    current value of the stock index.  For example, the S&P
          500 Index
                    is composed of 500 selected common stocks, most of
          which are
                    listed on the New York Stock Exchange (the "Exchange"). 
          The S&P
                    500 Index assigns relative weightings to the 500 common
          stocks
                    included in the Index, and the Index fluctuates with
          changes in
                    the market values of the shares of those common stocks. 
          In the













                    case of the S&P 500 Index, contracts are to buy or sell
          500
                    units.  Thus, if the value of the S&P 500 Index were
          $150, one
                    contract would be worth $75,000 (500 units x $150). 
          The index
                    futures contract specifies that no delivery of the
          actual
                    securities making up the index will take place. 
          Instead,
                    settlement in cash must occur upon the termination of
          the
                    contract, with the settlement being the difference
          between the
                    contract price and the actual level of the stock index
          at the












                    expiration of the contract.  For example, if a Fund
          enters into a
                    futures contract to buy 500 units of the S&P 500 Index
          at a
                    specified future date at a contract price of $150 and
          the S&P 500
                    Index is at $154 on that future date, a Fund will gain
          $2,000
                    (500 units x gain of $4).  If a Fund enters into a
          futures
                    contract to sell 500 units of the stock index at a
          specified
                    future date at a contract price of $150 and the S&P 500
          Index is
                    at $154 on that future date, the Fund will lose $2,000
          (500 units
                    x loss of $4).    

                         RISKS OF SECURITIES INDEX FUTURES.  A Fund's
          success in
                    using hedging techniques depends, among other things,
          on IMI's
                    ability to predict correctly the direction and
          volatility of
                    price movements in the futures and options markets as
          well as in












                    the securities markets and to select the proper type,
          time and
                    duration of hedges.  The skills necessary for
          successful use of
                    hedges are different from those used in the selection
          of
                    individual stocks.    

                         A Fund's ability to hedge effectively all or a
          portion of
                    its securities through transactions in index futures
          (and
                    therefore the extent of its gain or loss on such
          transactions)
                    depends on the degree to which price movements in the
          underlying
                    index correlate with price movements in the Fund's
          securities. 
                    Inasmuch as such securities will not duplicate the
          components of
                    an index, the correlation probably will not be perfect.

                    Consequently, a Fund will bear the risk that the prices
          of the
                    securities being hedged will not move in the same
          amount as the
                    hedging instrument.  This risk will increase as the
          composition
                    of a Fund's portfolio diverges from the composition of
          the
                    hedging instrument.    

                         Although a Fund intends to establish positions in
          these
                    instruments only when there appears to be an active
          market, there
                    is no assurance that a liquid market will exist at a
          time when
                    the Fund seeks to close a particular option or futures
          position. 
                    Trading could be interrupted, for example, because of
          supply and
                    demand imbalances arising from a lack of either buyers
          or
                    sellers.  In addition, the futures exchanges may
          suspend trading
                    after the price has risen or fallen more than the
          maximum amount
                    specified by the exchange.  In some cases, a Fund may
          experience
                    losses as a result of its inability to close out a
          position, and
                    it may have to liquidate other investments to meet its
          cash












                    needs.    

                         Although some index futures contracts call for
          making or
                    taking delivery of the underlying securities, generally
          these
                    obligations are closed out prior to delivery by
          offsetting
                    purchases or sales of matching futures contracts (same
          exchange,
                    underlying security or index, and delivery month).  If
          an
                    offsetting purchase price is less than the original
          sale price, a
                    Fund generally realizes a capital gain, or if it is
          more, the
                    Fund generally realizes a capital loss.  Conversely, if
          an
                    offsetting sale price is more than the original
          purchase price, a












                    Fund generally realizes a capital gain, or if it is
          less, the
                    Fund generally realizes a capital loss.  The
          transaction costs
                    must also be included in these calculations.    

                         A Fund will only enter into index futures
          contracts or
                    futures options that are standardized and traded on a
          U.S. or
                    foreign exchange or board of trade, or similar entity,
          or quoted
                    on an automated quotation system.  A Fund will use
          futures
                    contracts and related options only for "bona fide
          hedging"
                    purposes, as such term is defined in applicable
          regulations of
                    the CFTC.    

                         When purchasing an index futures contract, a Fund
          will












                    maintain with its custodian (and mark-to-market on a
          daily basis)
                    cash, U.S. Government securities, or other highly
          liquid debt
                    securities that, when added to the amounts deposited
          with a
                    futures commission merchant ("FCM") as margin, are
          equal to the
                    market value of the futures contract.  Alternatively, a
          Fund may
                    "cover" its position by purchasing a put option on the
          same
                    futures contract with a strike price as high as or
          higher than
                    the price of the contract held by a Fund.    

                         When selling an index futures contract, a Fund
          will maintain
                    with its custodian (and mark-to-market on a daily
          basis) liquid
                    assets that, when added to the amounts deposited with
          an FCM as
                    margin, are equal to the market value of the
          instruments
                    underlying the contract.  Alternatively, a Fund may
          "cover" its
                    position by owning the instruments underlying the
          contract (or,
                    in the case of an index futures contract, a portfolio
          with a
                    volatility substantially similar to that of the index
          on which
                    the futures contract is based), or by holding a call
          option
                    permitting a Fund to purchase the same futures contract
          at a
                    price no higher than the price of the contract written
          by the
                    Fund (or at a higher price if the difference is
          maintained in
                    liquid assets with the Fund's custodian).    

                         COMBINED TRANSACTIONS.  A Fund may enter into
          multiple
                    transactions, including multiple options transactions,
          multiple
                    futures transactions, multiple currency transactions
          (including
                    forward currency contracts) and multiple interest rate
                    transactions and any combination of futures, options,
          currency
                    and interest rate transactions ("component"
          transactions),













                    instead of a single transaction, as part of a single or
          combined
                    strategy when, in the opinion of IMI, it is in the best
          interests
                    of a Fund to do so.  A combined transaction will
          usually contain
                    elements of risk that are present in each of its
          component
                    transactions.  Although combined transactions are
          normally
                    entered into based on IMI's judgment that the combined
          strategies
                    will reduce risk or otherwise more effectively achieve
          the
                    desired portfolio management goal, it is possible that
          the
                    combination will instead increase such risks or hinder
                    achievement of the management objective.    

                    FIRM COMMITMENT AGREEMENTS AND WHEN-ISSUED SECURITIES












                         A Fund may purchase securities on a firm
          commitment or when-
                    issued basis.  New issues of certain debt securities
          are often
                    offered on a when-issued basis; that is, the payment
          obligation
                    and the interest rate are fixed at the time the buyer
          enters into
                    the commitment, but delivery and payment for the
          securities
                    normally take place after the date of the commitment to
          purchase. 
                    Firm commitment agreements call for the purchase of
          securities at
                    an agreed-upon price on a specified future date.  The
                    transactions are entered into in order to secure what
          is
                    considered to be an advantageous price and yield to a
          Fund and
                    not for purposes of leveraging the Fund's assets. A
          Fund will













                    maintain in a segregated account with its custodian
          cash, U.S.
                    Government securities, or other high grade debt
          securities equal
                    (on a daily marked-to-market basis) to the amount of
          its
                    commitment to purchase the securities on a when-issued
          or firm
                    commitment basis.    

                    RESTRICTED AND ILLIQUID SECURITIES

                         Issuers of restricted securities may not be
          subject to the
                    disclosure and other investor protection requirements
          that would
                    be applicable if their securities were publicly traded.

                    Restricted securities may be sold only in privately
          negotiated
                    transactions or in a public offering with respect to
          which a
                    registration statement is in effect under the
          Securities Act of
                    1933.  Where a registration statement is required, a
          Fund may be
                    required to bear all or part of the registration
          expenses.  There
                    may be a lapse of time between a Fund's decision to
          sell a
                    restricted or illiquid security and the point at which
          the Fund
                    is permitted or able to sell such security.  If, during
          such a
                    period, adverse market conditions were to develop, a
          Fund might
                    obtain a price less favorable than the price that
          prevailed when
                    it decided to sell.  Since it is not possible to
          predict with
                    assurance that the market for securities eligible for
          resale
                    under Rule 144A will continue to be liquid, a Fund may
          carefully
                    monitor each of its investments in these securities,
          focussing on
                    such important factors, among others, as valuation,
          liquidity and
                    availability of information.  This investment practice
          could have
                    the effect of increasing the level of illiquidity in a
          Fund to
                    the extent that qualified institutional buyers become,
          for a












                    time, uninterested in purchasing these restricted
          securities.    

                    BORROWING

                         All borrowings will be repaid before any
          additional
                    investments are made.  Borrowing may exaggerate the
          effect on a
                    Fund's net asset value of any increase or decrease in
          the value
                    of the Fund's portfolio securities.  Money borrowed
          will be
                    subject to interest costs (which may include commitment
          fees
                    and/or the cost of maintaining minimum average
          balances). 
                    Although the principal of a Fund's borrowings will be
          fixed, the
                    Fund's assets may change in value during the time a
          borrowing is
                    outstanding, thus increasing exposure to capital
          risk.    













                    LOANS OF PORTFOLIO SECURITIES

                         A Fund may lend its investment securities to
          brokers,
                    dealers and financial institutions for the purpose of
          realizing
                    additional income.  Loans of securities by a Fund will
          be
                    collateralized by cash, letters of credit, or
          securities issued
                    or guaranteed by the U.S Government or its agencies or
                    instrumentalities.  The collateral will equal (on a
          daily marked-
                    to-market basis) at least 100% of the current market
          value of the
                    loaned securities.  The risks in lending portfolio
          securities, as













                    with other extensions of credit, involve a possible
          loss of
                    rights in the collateral should the borrower fail
          financially. 
                    In determining whether to lend securities, IMI will
          consider all
                    relevant facts and circumstances, including the
          creditworthiness
                    of the borrower.    

                                         INVESTMENT RESTRICTIONS

                         A Fund's investment objective, as set forth in the
                    Prospectus under "Investment Objectives and Policies,"
          and the
                    investment restrictions set forth below are fundamental
          policies
                    of the Fund and may not be changed with respect to that
          Fund
                    without the approval of a majority (as defined in the
          1940 Act)
                    of the outstanding voting shares of that Fund.  Under
          these
                    restrictions, each of Ivy China Region Fund, Ivy
          International
                    Fund, Ivy Latin America Strategy Fund and Ivy New
          Century Fund
                    may not:    

                         (i)  purchase or sell real estate or commodities
          and
                              commodity contracts;

                         (ii) purchase securities on margin;

                         (iii)     sell securities short;

                         (iv) participate in an underwriting or selling
          group in
                              connection with the public distribution of
          securities
                              except for its own capital stock;

                         (v)  purchase from or sell to any of its officers
          or
                              trustees, or firms of which any of them are
          members or
                              which they control, any securities (other
          than capital
                              stock of the Fund), but such persons or firms
          may act
                              as brokers for the Fund for customary
          commissions to













                              the extent permitted by the Investment
          Company Act of
                              1940;

                         (vi) make an investment in securities of companies
          in any
                              one industry (except obligations of domestic
          banks or
                              the U.S. Government, its agencies,
          authorities, or
                              instrumentalities) if such investment would
          cause
                              investments in such industry to exceed 25% of
          the
                              market value of the Fund's total assets at
          the time of
                              such investment; or












                         (vii)     issue senior securities, except as
          appropriate to
                                   evidence indebtedness which it is
          permitted to
                                   incur, and except to the extent that
          shares of the
                                   separate classes or series of the Trust
          may be
                                   deemed to be senior securities; provided
          that
                                   collateral arrangements with respect to
          currency-
                                   related contracts, futures contracts,
          options or
                                   other permitted investments, including
          deposits of
                                   initial and variation margin, are not
          considered
                                   to be the issuance of senior securities
          for
                                   purposes of this restriction.

                         Under the 1940 Act, a Fund is permitted, subject
          to each













                    Fund's investment restrictions, to borrow money only
          from banks. 
                    The Trust has no current intention of borrowing amounts
          in excess
                    of 5% of each the Fund's assets.  Each of Ivy China
          Region Fund,
                    Ivy International Fund, Ivy Latin America Strategy Fund
          and Ivy
                    New Century Fund will continue to interpret fundamental
                    investment restriction (i) above to prohibit investment
          in real
                    estate limited partnership interests; this restriction
          shall not,
                    however, prohibit investment in readily marketable
          securities of
                    companies that invest in real estate or interests
          therein,
                    including real estate investment trusts.    

                    Further, as a matter of fundamental policy, each of Ivy
          China
                    Region Fund, Ivy Latin America Strategy Fund and Ivy
          New Century
                    Fund may not:

                         (i)  lend any funds or other assets, except that
          this
                              restriction shall not prohibit (a) the entry
          into
                              repurchase agreements, (b) the purchase of
          publicly
                              distributed bonds, debentures and other
          securities of a
                              similar type, or privately placed municipal
          or
                              corporate bonds, debentures and other
          securities of a
                              type customarily purchased by institutional
          investors
                              or publicly traded in the securities markets,
          or (c)
                              the lending of portfolio securities (provided
          that the
                              loan is secured continuously by collateral
          consisting
                              of U.S. Government securities or cash or cash
                              equivalents maintained on a daily
          marked-to-market
                              basis in an amount at least equal to the
          market value
                              of the securities loaned).















                    Further, as a matter of fundamental policy, each of Ivy
          Canada
                    Fund, Ivy China Region Fund, Ivy Global Fund and Ivy
          New Century
                    Fund may not:

                         (i)  purchase securities of any one issuer (except
          U.S.
                              Government securities) if as a result more
          than 5% of
                              the Fund's total assets would be invested in
          such
                              issuer or the Fund would own or hold more
          than 10% of
                              the outstanding voting securities of that
          issuer;
                              provided, however, that up to 25% of the
          value of the












                              Fund's total assets may be invested without
          regard to
                              these limitations.

                    Further, as a matter of fundamental policy, each of Ivy
          Latin
                    America Strategy Fund and Ivy New Century Fund may not:

                         (i)  borrow money, except for temporary or
          emergency
                              purposes; provided that the Fund maintains
          asset
                              coverage of 300% for all borrowings.

                    Further, as a matter of fundamental policy, each of Ivy
          China
                    Region Fund and Ivy International Fund may not:

                         (i)  borrow money, except for temporary purposes
          where
                              investment transactions might advantageously
          require
                              it.  Any such loan may not be for a period in
          excess of












                              60 days, and the aggregate amount of all
          outstanding
                              loans may not at any time exceed 10% of the
          value of
                              the total assets of the Fund at the time any
          such loan
                              is made.

                    Further, as a matter of fundamental policy, Ivy Canada
          Fund and
                    Ivy Global Fund may not:

                         (i)  Make investments in securities for the
          purpose of
                              exercising control over or management of the
          issuer; 

                         (ii) Participate on a joint or a joint and several
          basis in
                              any trading account in securities.  The
          "bunching" of
                              orders of the Fund and of other accounts
          under the
                              investment management of the Manager (in the
          case of
                              Ivy Global Fund) or the investment adviser,
          Mackenzie
                              Financial Corporation (the "Investment
          Adviser") (in
                              the case of Ivy Canada Fund) for the sale or
          purchase
                              of portfolio securities shall not be
          considered
                              participation in a joint securities trading
          account;

                         (iii)     Purchase securities on margin, except
          such short-
                                   term credits as are necessary for the
          clearance of
                                   transactions, but Ivy Global Fund may
          make margin
                                   deposits in connection with transactions
          in
                                   options, futures and options on futures;

                         (iv) Make loans, except this restriction shall not
          prohibit
                              (a) the purchase and holding of a portion of
          an issue
                              of publicly distributed debt securities, (b)
          the entry
                              into repurchase agreements with banks or
          broker-












                              dealers, or, with respect to Ivy Global Fund
          only, (c)
                              the lending of the Fund's portfolio
          securities in
                              accordance with applicable guidelines
          established by
                              the Securities and Exchange Commission (the
          "SEC") and
                              any guidelines established by the Trust's
          Trustees;

                         (v)  Borrow amounts in excess of 10% of its total
          assets,












                              taken at the lower of cost or market value,
          and then
                              only from banks as a temporary measure for
                              extraordinary or emergency purposes.  All
          borrowings
                              will be repaid before any additional
          investments are
                              made;

                         (vi) Purchase the securities of issuers conducting
          their
                              principal business activities in the same
          industry if
                              immediately after such purchase the value of
          the Fund's
                              investments in such industry would exceed 25%
          of the
                              value of the total assets of the Fund;

                         (vii)     Act as an underwriter of securities,
          except to the
                                   extent that, in connection with the sale
          of
                                   securities, it may be deemed to be an
          underwriter
                                   under applicable securities laws;

                         (viii)    Purchase any security if, as a result,
          the Fund












                                   would then have more than 5% of its
          total assets
                                   (taken at current value) invested in
          securities
                                   restricted as to disposition under the
          Federal
                                   securities laws; or

                         (ix) Issue senior securities, except insofar as
          the Fund may
                              be deemed to have issued a senior security in
                              connection with any repurchase agreement or
          any
                              permitted borrowing.

                    Further, as a matter of fundamental policy, Ivy Global
          Fund may
                    not:

                         (i)  Invest in real estate, real estate mortgage
          loans,
                              commodities or interests in oil, gas and/or
          mineral
                              exploration or development programs, although
          (a) the
                              Fund may purchase and sell marketable
          securities of
                              issuers which are secured by real estate, (b)
          the Fund
                              may purchase and sell securities of issuers
          which
                              invest or deal in real estate, (c) the Fund
          may enter
                              into forward foreign currency contracts as
          described in
                              the Fund's prospectus, and (d) the Fund may
          write or
                              buy puts, calls, straddles or spreads and may
          invest in
                              commodity futures contracts and options on
          futures
                              contracts; or

                         (ii) purchase securities of another investment
          company,
                              except in connection with a merger,
          consolidation,
                              reorganization or acquisition of assets, and
          except
                              that the Fund may invest in securities of
          other
                              investment companies subject to the
          restrictions in













                              Section 12(d)(1) of the Investment Company
          Act of 1940
                              (the "1940 Act").

                    Further, as a matter of fundamental policy, Ivy
          International
                    Fund may not:












                         (i)  lend any funds or other assets, except that
          this
                              restriction shall not prohibit (a) the entry
          into
                              repurchase agreements or (b) the purchase of
          publicly
                              distributed bonds, debentures and other
          securities of a
                              similar type, or privately placed municipal
          or
                              corporate bonds, debentures and other
          securities of a
                              type customarily purchased by institutional
          investors
                              or publicly traded in the securities markets;


                         (ii) invest more than 5% of the value of its total
          assets in
                              the securities of any one issuer (except
          obligations of
                              domestic banks or the U.S. Government, its
          agencies,
                              authorities and instrumentalities); or

                        (iii) purchase the securities of any other open-end
                              investment company, except as part of a plan
          of merger
                              or consolidation.

                    Further, as a matter of fundamental policy, Ivy Canada
          Fund may
                    not:














                         (i)  Write or buy puts, calls, straddles or
          spreads; invest
                              in real estate, real estate mortgage loans,
                              commodities, commodity futures contracts or
          interests
                              in oil, gas and/or mineral exploration or
          development
                              programs, although (a) the Fund may purchase
          and sell
                              marketable securities of issuers which are
          secured by
                              real estate, (b) the Fund may purchase and
          sell
                              securities of issuers which invest or deal in
          real
                              estate, and (c) the Fund may enter into
          forward foreign
                              currency contracts as described in the Fund's
                              prospectus.

                                         ADDITIONAL RESTRICTIONS

                         Unless otherwise indicated, each Fund has adopted
          the
                    following additional restrictions, which are not
          fundamental and
                    which may be changed without shareholder approval, to
          the extent
                    permitted by applicable law, regulation or regulatory
          policy. 
                    Under these restrictions, each Fund may not:

                         (i)  purchase any security if, as a result, the
          Fund would
                              then have more than 5% of its total assets
          (taken at
                              current value) invested in securities of
          companies
                              (including predecessors) less than three
          years old.

                    Further, as a matter of non-fundamental policy, each of
          Ivy China
                    Region Fund, Ivy International Fund, Ivy Latin America
          Strategy
                    Fund and Ivy New Century Fund may not:

                         (i)  invest in oil, gas or other mineral leases or
                              exploration or development programs;

                         (ii) engage in the purchase and sale of puts,
          calls,























                              straddles or spreads (except to the extent
          described in
                              the Prospectus and in this SAI);

                        (iii) invest in companies for the purpose of
          exercising
                              control of management; or

                         (iv) invest more than 5% of its total assets in
          warrants,
                              valued at the lower of cost or market, or
          more than 2%
                              of its total assets in warrants, so valued,
          which are
                              not listed on either the New York or American
          Stock
                              Exchanges.

                    Further, as a matter of non-fundamental policy, each of
          Ivy China
                    Region Fund, Ivy Latin America Strategy Fund and Ivy
          New Century
                    Fund may not:

                         (i)  purchase or retain securities of any company
          if
                              officers and Trustees of the Trust and
          officers and
                              directors of Ivy Management, Inc., MIMI or
          Mackenzie
                              Financial Corporation who individually own
          more than
                              1/2 of 1% of the securities of that company
          together
                              own beneficially more than 5% of such
          securities; 

                         (ii) purchase securities of other investment
          companies,
                              except in connection with a merger,
          consolidation or
                              sale of assets, and except that it may
          purchase shares
                              of other investment companies subject to such













                              restrictions as may be imposed by the
          Investment
                              Company Act of 1940 and rules thereunder or
          by any
                              state in which its shares are registered; or

                        (iii) invest more than 15% of its net assets taken
          at market
                              value at the time of investment in "illiquid
                              securities", provided, however, that the Fund
          will not
                              invest more than 10% of its total assets in
          securities
                              of issuers that are restricted from selling
          to the
                              public without registration under the
          Securities act of
                              1933.  Illiquid securities may include
          securities
                              subject to legal or contractual restrictions
          on resale
                              (including private placements), repurchase
          agreements
                              maturing in more than seven days, certain
          options
                              traded over the counter that the Fund has
          purchased,
                              securities being used to cover certain
          options that a
                              fund has written, securities for which market
                              quotations are not readily available, or
          other
                              securities which legally or in IMI's opinion,
          subject
                              to the Board's supervision, may be deemed
          illiquid, but
                              shall not include any instrument that, due to
          the
                              existence of a trading market, to the Fund's
          compliance
                              with certain conditions intended to provide
          liquidity,
                              or to other factors, is liquid.

                    Further, as a matter of non-fundamental policy, each of
          Ivy
                    Canada Fund and Ivy Global Fund may not:























                          (i) purchase or sell real estate limited
          partnership
                              interests; or 

                         (ii) purchase or sell interests in oil, gas or
          mineral
                              leases (other than securities of companies
          that invest
                              in or sponsor such programs).

                    Further, as a matter of non-fundamental policy, Ivy
          Global Fund
                    may not:

                          (i) purchase or retain securities of any company
          if
                              officers and Trustees of the Trust and
          officers and
                              directors of the Manager (and the investment
          adviser
                              with respect to Ivy Canada Fund) who
          individually own
                              more than 1/2 of 1% of the securities of that
          company,
                              together own beneficially more than 5% of
          such
                              securities.

                    Further, as a matter of non-fundamental policy, Ivy
          Latin America
                    Strategy Fund may not:

                         (i)  purchase or retain securities of an issuer
          if, with
                              respect to 75% of the Fund's total assets,
          such
                              purchase would result in more than 10% of the
                              outstanding voting securities of such issuer
          being held
                              by the Fund.

                    Further, as a matter of non-fundamental policy, Ivy
          International
                    Fund may not:

                         (i)  purchase any security which it is restricted
          from
                              selling to the public without registration
          under the
                              Securities Act of 1933.    












                         In addition to the above restrictions, so long as
          it remains
                    a policy of the California Department of Corporations, 
          each of
                    Ivy China Region Fund, Ivy Global Fund, Ivy
          International Fund,
                    Ivy Latin America Strategy Fund and Ivy New Century
          Fund may
                    purchase and sell OTC options on stock indices if (a)
          exchange-
                    traded options are not available, (b) an active OTC
          market exists
                    that establishes pricing and liquidity, and (c) the
          broker-
                    dealers with whom each Fund enters into such
          transactions have a
                    minimum net worth of $20 million.  Moreover, so long as
          it
                    remains a restriction of the Ohio Division of
          Securities, each
                    Fund will treat securities eligible for resale under
          Rule 144A of
                    the Securities Act of 1933 as subject to the Funds'
          restriction
                    on investing in restricted securities, unless the Board
                    determines that such securities are liquid.  Further,
          with
                    respect to the nonfundamental investment restrictions
          for Ivy
                    Canada Fund, Ivy Global Fund, Ivy Latin America
          Strategy Fund and
                    Ivy New Century Fund relating to investing in the
          securities of
                    unseasoned issuers, purchasing the securities of other
          investment
                    companies and investing in illiquid securities, each
          the Fund
                    will notify shareholders 30 days before changing its
          investment












                    policies with respect to any of the investment
          practices













                    described therein.  Finally, as a matter of
          nonfundamental
                    policy, each of Ivy Canada Fund and Ivy Global Fund may
          not make
                    short sales of securities or maintain a short position. 
              

                         In addition, as a matter of nonfundamental policy,
          each Fund
                    may not purchase securities of any open-end investment
          company,
                    or securities of closed-end companies, except by
          purchase in the
                    open market where no commission or profit to a sponsor
          or dealer
                    results from such purchases, or except when such
          purchase is part
                    of a merger, consolidation, reorganization or sale of
          assets, and
                    except that the Fund may purchase shares of other
          investment
                    companies subject to such restrictions as may be
          imposed by the
                    1940 Act and rules thereunder or by any state in which
          shares of
                    the Fund are registered.    

                         Whenever an investment objective, policy or
          restriction set
                    forth in the Prospectus or this SAI states a maximum
          percentage
                    of assets that may be invested in any security or other
          asset or
                    describes a policy regarding quality standards, such
          percentage
                    limitation or standard shall, unless otherwise
          indicated, apply
                    to the particular Fund only at the time a transaction
          is entered
                    into.  Accordingly, if a percentage limitation is
          adhered to at
                    the time of investment, a later increase or decrease in
          the
                    percentage which results from circumstances not
          involving any
                    affirmative action by a Fund, such as a change in
          market
                    conditions or a change in the Fund's asset level or
          other
                    circumstances beyond the Fund's control, will not be
          considered a
                    violation.

                                     ADDITIONAL RIGHTS AND PRIVILEGES












                         The Trust offers to investors, and (except as
          noted below)
                    bears the cost of providing, the following rights and
          privileges. 
                    The Trust reserves the right to amend or terminate any
          one or
                    more of such rights and privileges.  Notice of
          amendments to or
                    terminations of rights and privileges will be provided
          to
                    shareholders in accordance with applicable law.

                         Certain of the rights and privileges described
          below
                    reference other funds distributed by MIFDI, which funds
          are not
                    described in this SAI.  These funds are:  Ivy Growth
          Fund, Ivy
                    Growth with Income Fund, Ivy Emerging Growth Fund, Ivy
                    International Bond Fund, Ivy Bond Fund, Ivy Short-Term
          Bond Fund
                    and Ivy Money Market Fund, the other seven series of
          the Trust;
                    and Mackenzie California Municipal Fund, Mackenzie
          Florida
                    Limited Term Municipal Fund, Mackenzie Limited Term
          Municipal
                    Fund, Mackenzie National Municipal Fund and Mackenzie
          New York
                    Municipal Fund, the five series of Mackenzie Series
          Trust
                    (collectively, with the Funds, the "Ivy Mackenzie
          Funds"). 
                    Investors should obtain a current prospectus before
          exercising
                    any right or privilege that may relate to these
          funds.    

                    AUTOMATIC INVESTMENT METHOD












                         The Automatic Investment Method is available for
          all classes
                    of shares, other than Class I.  The minimum initial and












                    subsequent investment pursuant to this plan is $50 per
          month,
                    except in the case of a tax qualified retirement plan
          for which
                    the minimum initial and subsequent investment is $25
          per month. 
                    The Automatic Investment Method may be discontinued at
          any time
                    upon receipt by The Mackenzie Ivy Investor Services
          Corp.
                    ("MIISC") of telephone instructions or written notice
          to MIISC
                    from the investor.  See "Automatic Investment Method"
          in the
                    Account Application.    

                    EXCHANGE OF SHARES

                         As described in the Prospectus, shareholders of
          each Fund
                    have an exchange privilege with certain other Ivy and
          Mackenzie
                    Funds.  Before effecting an exchange, shareholders of
          each Fund
                    should obtain and read the currently effective
          prospectus for the
                    Ivy or Mackenzie Fund into which the exchange is to be
          made.

                         INITIAL SALES CHARGE SHARES.  Class A shareholders
          may
                    exchange their Class A shares ("Class A shares") for
          Class A
                    shares of another Ivy or Mackenzie Fund (or for shares
          of another
                    Ivy or Mackenzie Fund that currently offers only a
          single class
                    of shares) ("new Class A Shares") on the basis of the
          relative
                    net asset value per Class A share, plus an amount equal
          to the
                    difference, if any, between the sales charge previously
          paid on
                    the outstanding Class A shares and the sales charge
          payable at
                    the time of the exchange on the new Class A shares. 
          (The
                    additional sales charge will be waived for outstanding
          Class A
                    shares that have been invested for a period of 12
          months or
                    longer.)  Class A shareholders may also exchange their
          Class A













                    shares for Class A shares of Ivy Money Market Fund (no
          initial
                    sales charge will be assessed at the time of such an
          exchange).

                         CONTINGENT DEFERRED SALES CHARGE SHARES. CLASS A: 
          Class A
                    shareholders may exchange their Class A shares that are
          subject
                    to a contingent deferred sales charge ("CDSC"), as
          described in
                    the Prospectus ("outstanding Class A shares"), for
          Class A shares
                    of another Ivy or Mackenzie Fund (or for shares of
          another Ivy or
                    Mackenzie Fund that currently offers only a single
          class of
                    shares) ("new Class A shares") on the basis of the
          relative net
                    asset value per Class A share, without the payment of
          any CDSC
                    that would otherwise be due upon the redemption of the
                    outstanding Class A shares.  Class A shareholders of a
          Fund
                    exercising the exchange privilege will continue to be
          subject to
                    that Fund's CDSC schedule (or period) following an
          exchange if
                    such schedule is higher (or such period is longer) than
          the CDSC
                    schedule (or period), if any, applicable to the new
          Class A
                    shares.

                         Class A shares of a Fund acquired through an
          exchange of
                    Class A shares of another Ivy or Mackenzie Fund subject
          to a CDSC
                    will be subject to that Fund's CDSC schedule (or
          period) if such
                    schedule is higher (or such period is longer) than the
          CDSC
























                    schedule (or period) applicable to the Ivy or Mackenzie
          Fund from
                    which the exchange was made.  

                         For purposes of computing the CDSC that may be
          payable upon
                    the redemption of the new Class A shares, the holding
          period of
                    the outstanding Class A shares is "tacked" onto the
          holding
                    period of the new Class A shares.

                         CLASS B:  Class B shareholders may exchange their
          Class B
                    shares ("outstanding Class B shares") for Class B
          shares of
                    another Ivy or Mackenzie Fund ("new Class B shares") on
          the basis
                    of the relative net asset value per Class B share,
          without the
                    payment of any CDSC that would otherwise be due upon
          the
                    redemption of the outstanding Class B shares.  Class B
                    shareholders of a Fund exercising the exchange
          privilege will
                    continue to be subject to that Fund's CDSC schedule (or
          period)
                    following an exchange if such schedule is higher (or
          such period
                    is longer) than the CDSC schedule (or period)
          applicable to the
                    new Class B shares.  

                         Class B shares of a Fund acquired through an
          exchange of
                    Class B shares of another Ivy or Mackenzie Fund will be
          subject
                    to that Fund's CDSC schedule (or period) if such
          schedule is
                    higher (or such period is longer) than the CDSC
          schedule (or
                    period) applicable to the Ivy or Mackenzie Fund from
          which the
                    exchange was made.  

                         For purposes of both the conversion feature and
          computing
                    the CDSC that may be payable upon the redemption of the
          new
                    Class B shares (prior to conversion), the holding
          period of the
                    outstanding Class B shares is "tacked" onto the holding
          period of
                    the new Class B shares.












                         The following CDSC table ("Table 1") applies to
          Class B
                    shares of Ivy Global Fund, Ivy Growth Fund, Ivy Growth
          with
                    Income Fund, Ivy Emerging Growth Fund, Ivy
          International Fund,
                    Ivy China Region Fund, Ivy Latin America Strategy Fund,
          Ivy New
                    Century Fund, Ivy International Bond Fund, Ivy Bond
          Fund, Ivy
                    Canada Fund, Mackenzie California Municipal Fund,
          Mackenzie
                    National Municipal Fund, Mackenzie New York Municipal
          Fund
                    ("Table 1 Funds"):

                                                       CONTINGENT DEFERRED
          SALES
                                                       CHARGE AS A
          PERCENTAGE OF
                                                       DOLLAR AMOUNT
          SUBJECT TO
                         YEAR SINCE PURCHASE           CHARGE

                         First                                   5%
                         Second                                  4%
                         Third                                   3%
                         Fourth                                  3%
                         Fifth                                   2%
                         Sixth                                   1%
                         Seventh and thereafter                  0%












                         The following CDSC table ("Table 2") applies to
          Class B
                    shares of Ivy Short-Term Bond Fund, Mackenzie Florida
          Limited
                    Term Municipal Fund and Mackenzie Limited Term
          Municipal Fund
                    ("Table 2 Funds"):
                                                       CONTINGENT DEFERRED
          SALES
                                                       CHARGE AS A
          PERCENTAGE OF












                                                       DOLLAR AMOUNT
          SUBJECT TO
                         YEAR SINCE PURCHASE           CHARGE

                         First                                   3%
                         Second                                  2.5%
                         Third                                   2%
                         Fourth                                  1.5%
                         Fifth                                   1%
                         Sixth and thereafter                    0%

                         The CDSC schedule for Table 1 Funds is higher (and
          the
                    period is longer) than the CDSC schedule (and period)
          for Table 2
                    Funds.  

                         If a shareholder exchanges Class B shares of a
          Table 1 Fund
                    for Class B shares of a Table 2 Fund, Table 1 will
          continue to
                    apply to the Class B shares following the exchange. 
          For example,
                    an investor may decide to exchange Class B shares of a
          Table 1
                    Fund ("outstanding Class B shares") for Class B shares
          of a Table
                    2 Fund ("new Class B shares") after having held the
          outstanding
                    Class B shares for two years.  The 4% CDSC that
          generally would
                    apply to a redemption of outstanding Class B shares
          held for two
                    years would not be deducted at the time of the
          exchange.  If,
                    three years later, the investor redeems the new Class B
          shares, a
                    2% CDSC will be assessed upon the redemption because by
          "tacking"
                    the two year holding period of the outstanding Class B
          shares
                    onto the three year holding period of the new Class B
          shares, the
                    investor will be deemed to have held the new Class B
          shares for
                    five years.

                         If a shareholder exchanges Class B shares of a
          Table 2 Fund
                    for Class B shares of a Table 1 Fund, Table 1 will
          apply to the
                    Class B shares following the exchange.  For example, an
          investor
                    may decide to exchange Class B shares of a Table 2 Fund












                    ("outstanding Class B shares") for Class B shares of a
          Table 1
                    Fund ("new Class B shares") after having held the
          outstanding
                    Class B shares for two years.  The 2.5% CDSC that
          generally would
                    apply to a redemption of outstanding Class B shares
          held for two
                    years would not be deducted at the time of the
          exchange.  If,
                    three years later, the investor redeems the new Class B
          shares, a
                    2% CDSC will be assessed upon the redemption because by
          "tacking"
                    the two year holding period of the outstanding Class B
          shares
                    onto the three year holding period of the new Class B
          shares, the
                    investor will be deemed to have held the new Class B
          shares for
                    five years.

                         CLASS C SHARES.  Class C shareholders may exchange
          their
                    Class C shares ("outstanding Class C shares") for Class
          C shares












                    of another Ivy or Mackenzie Fund ("new Class C shares")
          on the
                    basis of the relative net asset value per Class C
          share, without
                    the payment of any CDSC that would otherwise be due
          upon
                    redemption.  (Class C shares are subject to a CDSC of
          1% if
                    redeemed within one year of the date of purchase.)    

                         CLASS I SHARES.  Class I shareholders may exchange
          their
                    Class I shares for Class I shares of another Ivy or
          Mackenzie
                    Fund on the basis of the relative net asset value per
          Class I












                    share.     

                         The minimum amount which may be exchanged into a
          fund of the
                    Ivy Mackenzie Funds in which shares are not already
          held is
                    $1,000 ($5,000,000 in the case of Class I of Ivy Global
          Fund). 
                    No exchange out of a Fund (other than by a complete
          exchange of
                    all the shares of the Fund) may be made if it would
          reduce the
                    shareholder's interest in that Fund to less than $1,000

                    ($5,000,000 in the case of Class I of Ivy Global Fund).

                    Exchanges are available only in states where the
          exchange can be
                    legally made.      

                         Each exchange will be made on the basis of the
          relative net
                    asset values per share of each fund of the Ivy
          Mackenzie Funds
                    next computed following receipt of telephone
          instructions by
                    MIISC or a properly executed request by MIISC. 
          Exchanges,
                    whether written or telephonic, must be received by
          MIISC by the
                    close of regular trading on the Exchange (normally 4:00
          p.m.,
                    eastern time) to receive the price computed on the day
          of
                    receipt; exchange requests received after that time
          will receive
                    the price next determined following receipt of the
          request.  This
                    exchange privilege may be modified or terminated at any
          time,
                    upon at least 60 days' notice when such noticed is
          required by
                    SEC rules.  See "Redemptions."

                         An exchange of shares in any fund of the Ivy
          Mackenzie Funds
                    for shares in another fund will result in a taxable
          gain or loss. 
                    Generally, any such taxable gain or loss will be a
          capital gain
                    or loss (long-term or short-term, depending on the
          holding period
                    of the shares) in the amount of the difference between
          the net












                    asset value of the shares surrendered and the
          shareholder's tax
                    basis for those shares.  However, in certain
          circumstances,
                    shareholders will be ineligible to take sales charges
          into
                    account in computing taxable gain or loss on an
          exchange.  See
                    "Taxation."

                         With limited exceptions, gain realized by a
          tax-deferred
                    retirement plan will not be taxable to the plan and
          will not be
                    taxed to the participant until distribution.  Each
          investor
                    should consult his or her tax adviser regarding the tax
                    consequences of an exchange transaction.

                    LETTER OF INTENT

                         Reduced sales charges apply to initial investments
          in












                    Class A shares of each Fund made pursuant to a
          non-binding Letter
                    of Intent.  A Letter of Intent may be submitted by an
          individual,
                    his or her spouse and children under the age of 21, or
          a trustee
                    or other fiduciary of a single trust estate or single
          fiduciary
                    account.  See the Account Application in the
          Prospectus.  Any
                    investor may submit a Letter of Intent stating that he
          or she
                    will invest, over a period of 13 months, at least
          $50,000 in
                    Class A shares of a Fund.  A Letter of Intent may be
          submitted at
                    the time of an initial purchase of Class A shares of a
          Fund or













                    within 90 days of the initial purchase, in which case
          the Letter
                    of Intent will be back dated.  A shareholder may
          include the
                    value (at the applicable offering price) of all Class A
          shares of
                    Ivy Global Fund, Ivy Growth Fund, Ivy Growth with
          Income Fund,
                    Ivy Emerging Growth Fund, Ivy International Bond Fund,
          Ivy Short-
                    Term Bond Fund, Ivy Bond Fund, Mackenzie National
          Municipal Fund,
                    Mackenzie Florida Limited Term Municipal Fund,
          Mackenzie Limited
                    Term Municipal Fund, Mackenzie California Municipal
          Fund and
                    Mackenzie New York Municipal Fund (and shares that have
          been
                    exchanged into Ivy Money Market Fund from any of the
          other funds
                    in the Ivy Mackenzie Funds) held of record by him or
          her as of
                    the date of his or her Letter of Intent as an
          accumulation credit
                    toward the completion of such Letter.  During the term
          of the
                    Letter of Intent, the Transfer Agent will hold Class A
          shares
                    representing 5% of the indicated amount (less any
          accumulation
                    credit value) in escrow.  The escrowed Class A shares
          will be
                    released when the full indicated amount has been
          purchased.  If
                    the full indicated amount is not purchased during the
          term of the
                    Letter of Intent, the investor is required to pay MIFDI
          an amount
                    equal to the difference between the dollar amount of
          sales charge
                    that he or she has paid and that which he or she would
          have paid
                    on his or her aggregate purchases if the total of such
          purchases
                    had been made at a single time.  Such payment will be
          made by an
                    automatic liquidation of Class A shares in the escrow
          account.  A
                    Letter of Intent does not obligate the investor to buy
          or the
                    Trust to sell the indicated amount of Class A shares,
          and the
                    investor should read carefully all the provisions
          thereof before












                    signing.

                    RETIREMENT PLANS

                         Shares may be purchased in connection with several
          types of
                    tax-deferred retirement plans.  Shares of more than one
          fund
                    distributed by MIFDI may be purchased in a single
          application
                    establishing a single plan account, and shares held in
          such an
                    account may be exchanged among the funds in the Ivy
          Mackenzie
                    Funds in accordance with the terms of the applicable
          plan and the
                    exchange privilege available to all shareholders. 
          Initial and
                    subsequent purchase payments in connection with
          tax-deferred
                    retirement plans must be at least $25 per participant.

                         The following fees will be charged to individual
          shareholder
                    accounts as described in the retirement prototype plan
          document:

                         Retirement Plan New Account Fee           no fee












                         Retirement Plan Annual Maintenance Fee    $10.00
          per account

                    For shareholders whose retirement accounts are
          diversified across
                    several funds of the Ivy Mackenzie Funds, the annual
          maintenance
                    fee will be limited to not more than $20.

                         The following discussion describes the tax
          treatment of
                    certain tax-deferred retirement plans under current
          Federal













                    income tax law.  State income tax consequences may
          vary.  An
                    individual considering the establishment of a
          retirement plan
                    should consult with an attorney and/or an accountant
          with respect
                    to the terms and tax aspects of the plan.

                         INDIVIDUAL RETIREMENT ACCOUNTS:  Shares of the
          Trust may be
                    used as a funding medium for an Individual Retirement
          Account
                    ("IRA").  Eligible individuals may establish an IRA by
          adopting a
                    model custodial account available from IMI, who may
          impose a
                    charge for establishing the account.  Individuals
          should consult
                    their tax advisers before investing IRA assets in a
          Fund that
                    primarily distributes exempt-interest dividends.    

                         An individual who has not reached age 70-1/2 and
          who
                    receives compensation or earned income is eligible to
          contribute
                    to an IRA, whether or not he or she is an active
          participant in a
                    retirement plan.  An individual who receives a
          distribution from
                    another IRA, a qualified retirement plan, a qualified
          annuity
                    plan or a tax-sheltered annuity or custodial account
          ("403(b)
                    plan") that qualifies for "rollover" treatment is also
          eligible
                    to establish an IRA by rolling over the distribution
          either
                    directly or within 60 days after its receipt.  Tax
          advice should
                    be obtained in connection with planning a rollover
          contribution
                    to an IRA.

                         In general, an eligible individual may contribute
          up to the
                    lesser of $2,000 or 100% of his or her compensation or
          earned
                    income to an IRA each year.  If a husband and wife are
          both
                    employed, and both are under age 70-1/2, each may set
          up his or
                    her own IRA within these limits.  If both earn at least
          $2,000












                    per year, the maximum potential contribution is $4,000
          per year
                    for both.  However, if one spouse has (or elects to be
          treated as
                    having) no earned income for IRA purposes for a year,
          the other
                    spouse may contribute to an IRA on his or her behalf. 
          In such a
                    case, the working spouse may contribute up to the
          lesser of
                    $2,250 or 100% or his or her compensation or earned
          income for
                    the year to IRAs for both spouses, provided that no
          more than
                    $2,000 is contributed to the IRA of one spouse. 
          Rollover
                    contributions are not subject to these limits.

                         An individual may deduct his or her annual
          contributions to
                    an IRA in computing his or her Federal income tax
          within the
                    limits described above, provided he or she (or his or
          her spouse,
                    if they file a joint Federal income tax return) is not
          an active
                    participant in a qualified retirement plan (such as a
          qualified
                    corporate, sole proprietorship, or partnership pension,
          profit












                    sharing, 401(k) or stock bonus plan), qualified annuity
          plan,
                    403(b) plan, simplified employee pension, or
          governmental plan. 
                    If he or she (or his or her spouse) is an active
          participant, a
                    full deduction is only available if he or she has
          adjusted gross
                    income that is less than a specified level ($40,000 for
          married
                    couples filing a joint return, $25,000 for single
          individuals,












                    and $0 for a married individual filing a separate
          return).  The
                    deduction is phased out ratably for active participants
          with
                    adjusted gross income between certain levels ($40,000
          and $50,000
                    for married individuals filing a joint return, $25,000
          and
                    $35,000 for single individuals, and $0 and $10,000 for
          married
                    individuals filing separate returns).  Individuals who
          are active
                    participants with income above the specified phase-out
          level may
                    not deduct their IRA contributions.  Rollover
          contributions are
                    not includible in income for Federal income tax
          purposes and
                    therefore are not deductible from it.

                         Generally, earnings on an IRA are not subject to
          current
                    Federal income tax until distributed.  Distributions
          attributable
                    to tax-deductible contributions and to IRA earnings are
          taxed as
                    ordinary income.  Distributions of non-deductible
          contributions
                    are not subject to Federal income tax.  In general,
          distributions
                    from an IRA to an individual before he or she reaches
          age 59-1/2
                    are subject to a nondeductible penalty tax equal to 10%
          of the
                    taxable amount of the distribution.  The 10% penalty
          tax does not
                    apply to amounts withdrawn from an IRA after the
          individual
                    reaches age 59-1/2, becomes disabled or dies, or if
          withdrawn in
                    the form of substantially equal payments over the life
          or life
                    expectancy of the individual and his or her designated
          benefi-
                    ciary, if any, or rolled over into another IRA. 
          Distributions
                    must begin to be withdrawn not later than April 1 of
          the calendar
                    year following the calendar year in which the
          individual reaches
                    age 70-1/2.  Failure to take certain minimum required
          distribu-
                    tions will result in the imposition of a 50%
          non-deductible












                    penalty tax.  Extremely large distributions in any one
          year from
                    an IRA (or from an IRA and other retirement plans) may
          also
                    result in a penalty tax.

                         QUALIFIED PLANS:  For those self-employed
          individuals who
                    wish to purchase shares of one or more of the funds in
          the Ivy
                    Mackenzie Funds through a qualified retirement plan, a
          Custodial
                    Agreement and a Retirement Plan are available from
          MIISC.  The
                    Retirement Plan may be adopted as a profit sharing plan
          or a
                    money purchase pension plan.  A profit sharing plan
          permits an
                    annual contribution to be made in an amount determined
          each year
                    by the self-employed individual within certain limits
          prescribed
                    by law.  A money purchase pension plan requires annual
                    contributions at the level specified in the Custodial
          Agreement. 
                    There is no set-up fee for qualified plans and the
          annual
                    maintenance fee is $20.00 per account.

                         In general, if a self-employed individual has any
          common law
                    employees, employees who have met certain minimum age
          and service
                    requirements must be covered by the Retirement Plan.  A
          self-












                    employed individual generally must contribute the same
          percentage
                    of income for common law employees as for himself or
          herself.    

                         A self-employed individual may contribute up to
          the lesser












                    of $30,000 or 25% of compensation or earned income to a
          money
                    purchase pension plan or to a combination profit
          sharing and
                    money purchase pension plan arrangement each year on
          behalf of
                    each participant.  To be deductible, total
          contributions to a
                    profit sharing plan generally may not exceed 15% of the
          total
                    compensation or earned income of all participants in
          the plan,
                    and total contributions to a combination money
          purchase-profit
                    sharing arrangement generally may not exceed 25% of the
          total
                    compensation or earned income of all participants.  The
          amount of
                    compensation or earned income of any one participant
          that may be
                    included in computing the deduction is limited
          (generally to
                    $150,000 for benefits accruing in plan years beginning
          after
                    1993, with annual inflation adjustments).  A
          self-employed
                    individual's contributions to a retirement plan on his
          or her own
                    behalf must be deducted in computing his or her earned
          income.

                         Corporate employers may also adopt the Custodial
          Agreement
                    and Retirement Plan for the benefit of their eligible
          employees. 
                    Similar contribution and deduction rules apply to
          corporate
                    employers.

                         Distributions from the Retirement Plan generally
          are made
                    after a participant's separation from service.  A 10%
          penalty tax
                    generally applies to distributions to an individual
          before he or
                    she reaches age 59-1/2, unless the individual (1) has
          reached age
                    55 and separated from service; (2) dies; (3) becomes
          disabled;
                    (4) uses the withdrawal to pay tax-deductible medical
          expenses;
                    (5) takes the withdrawal as part of a series of
          substantially













                    equal payments over his or her life expectancy or the
          joint life
                    expectancy of himself or herself and a designated
          beneficiary; or
                    (6) rolls over the distribution.

                         The Transfer Agent will furnish custodial services
          to the
                    employer and any participating employees.

                         DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
          CHARITABLE
                    ORGANIZATIONS ("403(B)(7) ACCOUNT"):  Section 403(b)(7)
          of the
                    Internal Revenue Code of 1986, as amended (the "Code"),
          permits
                    public school systems and certain charitable
          organizations to use
                    mutual fund shares held in a custodial account to fund
          deferred
                    compensation arrangements with their employees.  A
          custodial
                    account agreement is available for those employers
          whose
                    employees wish to purchase shares of the Trust in
          conjunction
                    with such an arrangement.  The sales charge for
          purchases of less
                    than $10,000 of Class A shares is set forth under
          "Retirement
                    Plans" in the Prospectus.  Sales charges for purchases
          of $10,000
                    or more of Class A shares are the same as those set
          forth under
                    "Initial Sales Charge Alternative -- Class A Shares" in
          the
                    Prospectus.  The special application for a 403(b)(7)
          Account is
                    available from Mackenzie Investment Management Inc.
          ("MIMI").












                         Distributions from the 403(b)(7) Account may be
          made only












                    following death, disability, separation from service,
          attainment
                    of age 59-1/2, or incurring a financial hardship.  A
          10% penalty
                    tax generally applies to distributions to an individual
          before he
                    or she reaches age 59-1/2, unless the individual (1)
          has reached
                    age 55 and separated from service; (2) dies or becomes
          disabled;
                    (3) uses the withdrawal to pay tax-deductible medical
          expenses;
                    (4) takes the withdrawal as part of a series of
          substantially
                    equal payments over his or her life expectancy or the
          joint life
                    expectancy of himself or herself and a designated
          beneficiary; or
                    (5) rolls over the distribution.  There is no set-up
          fee for
                    403(b)(7) Accounts and the annual maintenance fee is
          $20.00 per
                    account.

                         SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS:  An
          employer may
                    deduct contributions to a SEP up to the lesser of
          $30,000 or 15%
                    of compensation.  SEP accounts generally are subject to
          all rules
                    applicable to IRA accounts, except the deduction
          limits, and are
                    subject to certain employee participation requirements.

                    REINVESTMENT PRIVILEGE

                         Investors who have redeemed Class A shares of a
          Fund may
                    reinvest all or a part of the proceeds of the
          redemption back
                    into Class A shares of the Fund at net asset value
          (without a
                    sales charge) within 60 days from the date of
          redemption.  This
                    privilege may be exercised only once.  The reinvestment
          will be
                    made at the net asset value next determined after
          receipt by
                    MIISC of the reinvestment order accompanied by the
          funds to be
                    reinvested.  No compensation will be paid to any sales
          personnel
                    or dealer in connection with the transaction.













                         Any redemption is a taxable event.  A loss
          realized on a
                    redemption generally may be disallowed for tax purposes
          if the
                    reinvestment privilege is exercised within 30 days
          after the
                    redemption.  In certain circumstances, shareholders
          will be
                    ineligible to take sales charges into account in
          computing
                    taxable gain or loss on a redemption if the
          reinvestment
                    privilege is exercised.  See "Taxation."

                    RIGHTS OF ACCUMULATION

                         A scale of reduced sales charges applies to any
          investment
                    of $50,000 or more in Class A shares of a Fund.  See
          "Initial
                    Sales Charge Alternative -- Class A Shares" in the
          Prospectus. 
                    The reduced sales charge is applicable to investments
          made at one
                    time by an individual, his or her spouse and children
          under the
                    age of 21, or a trustee or other fiduciary of a single
          trust
                    estate or single fiduciary account (including a
          pension, profit
                    sharing or other employee benefit trust created
          pursuant to a
                    plan qualified under Section 401 of the Code).  It is
          also
                    applicable to current purchases of all of the funds in
          the Ivy
                    Mackenzie Funds (except Ivy Money Market Fund) by any
          of the
                    persons enumerated above, where the aggregate quantity
          of Class A












                    shares of Ivy Global Fund, Ivy Growth Fund, Ivy Growth
          with












                    Income Fund, Ivy Emerging Growth Fund, Ivy China Region
          Fund, Ivy
                    Latin America Strategy Fund, Ivy New Century Fund, Ivy
                    International Bond Fund, Ivy International Fund, Ivy
          Bond Fund,
                    Ivy Short-Term Bond Fund, Ivy Canada Fund, Mackenzie
          National
                    Municipal Fund, Mackenzie California Municipal Fund,
          Mackenzie
                    Florida Limited Term Municipal Fund, Mackenzie Limited
          Term
                    Municipal Fund and Mackenzie New York Municipal Fund
          (and shares
                    that have been exchanged into Ivy Money Market Fund
          from any of
                    the other funds in the Ivy Mackenzie Funds) and of any
          other
                    investment company distributed by MIFDI, previously
          purchased or
                    acquired and currently owned, determined at the higher
          of current
                    offering price or amount invested, plus the Class A
          shares being
                    purchased, amounts to $50,000 or more for Ivy Global
          Fund, Ivy
                    Growth Fund, Ivy Growth with Income Fund, Ivy Emerging
          Growth
                    Fund, Ivy International Fund, Ivy China Region Fund,
          Ivy Latin
                    America Strategy Fund, Ivy New Century Fund and Ivy
          Canada Fund;
                    $100,000 or more for International Bond Fund, Ivy Bond
          Fund,
                    Mackenzie National Municipal Fund, Mackenzie California
          Municipal
                    Fund and Mackenzie New York Municipal Fund; or $25,000
          or more
                    for Mackenzie Florida Limited Term Municipal Fund and
          Mackenzie
                    Limited Term Municipal Fund; or $1,000,000 or more for
          Ivy Short-
                    Term Bond Fund.

                         At the time an investment takes place, MIISC must
          be
                    notified by the investor or his or her dealer that the
          investment
                    qualifies for the reduced sales charge on the basis of
          previous
                    investments.  The reduced sales charge is subject to
          confirmation
                    of the investor's holdings through a check of the
          particular
                    Fund's records.












                    SYSTEMATIC WITHDRAWAL PLAN

                         A shareholder (except shareholders with accounts
          in Class I
                    of Ivy Global Fund) may establish a Systematic
          Withdrawal Plan
                    (the "Withdrawal Plan") by telephone instructions to
          MIISC or by
                    delivery to MIISC of a written election to so redeem,
          accompanied
                    by a surrender to MIISC of all share certificates then
                    outstanding in the name of such shareholder, properly
          endorsed by
                    him or her.  To be eligible (with respect to Ivy Global
          Fund and
                    Ivy Canada Fund only), a shareholder must have at least
          $5,000 in
                    the shareholder's account.  A Withdrawal Plan may not
          be
                    established if the investor is currently participating
          in the
                    Automatic Investment Method.  A Withdrawal Plan may
          involve the
                    use of principal and, to the extent that it does,
          depending on
                    the amount withdrawn, the investor's principal may be
                    depleted.    

                         A redemption under a Withdrawal Plan is a taxable
          event. 
                    Investors contemplating participation in a Withdrawal
          Plan should
                    consult their tax advisers.

                         Additional investments made by investors
          participating in a
                    Withdrawal Plan must equal at least $1,000 each while
          the












                    Withdrawal Plan is in effect.  Making additional
          purchases while
                    a Withdrawal Plan is in effect may be disadvantageous
          to the












                    investor because of applicable initial sales charges or
          CDSCs.

                         An investor may terminate his or her participation
          in the
                    Withdrawal Plan at any time by delivering written
          notice to
                    MIISC.  If all shares held by the investor are
          liquidated at any
                    time, participation in the Withdrawal Plan will
          terminate
                    automatically.  The Trust or MIISC may terminate the
          Withdrawal
                    Plan option at any time after reasonable notice to
          shareholders.

                    GROUP SYSTEMATIC INVESTMENT PROGRAM

                         Shares of each of Ivy China Region Fund, Ivy
          International
                    Fund, Ivy Latin America Strategy Fund and Ivy New
          Century Fund
                    may be purchased in connection with investment programs
                    established by employee or other groups using
          systematic payroll
                    deductions or other systematic payment arrangements. 
          The Trust
                    does not itself organize, offer or administer any such
          programs. 
                    However, it may, depending upon the size of the
          program, waive
                    the minimum initial and additional investment
          requirements for
                    purchases by individuals in conjunction with programs
          organized
                    and offered by others.  Unless shares of a Fund are
          purchased in
                    conjunction with IRAs (see "How to Buy Shares" in the
                    Prospectus), such group systematic investment programs
          are not
                    entitled to special tax benefits under the Code.  The
          Trust
                    reserves the right to refuse any purchase or suspend
          the offering
                    of shares in connection with group systematic
          investment programs
                    at any time and to restrict the offering of shareholder
                    privileges, such as Check writing, Simplified
          Redemptions and
                    other optional privileges, as described in the
          Prospectus, to
                    shareholders using group systematic investment
          programs.    













                         With respect to each shareholder account
          established on or
                    after September 15, 1972 under a group systematic
          investment
                    program, The Trust and IMI each currently charge a
          maintenance
                    fee of $3.00 (or portion thereof) for each twelve-month
          period
                    (or portion thereof) the account is maintained.  The
          Trust may
                    collect such fee (and any fees due to IMI) through a
          deduction
                    from distributions to the shareholders involved or by
          causing on
                    the date the fee is assessed a redemption in each such
                    shareholder account sufficient to pay such fee.  The
          Trust
                    reserves the right to change these fees from time to
          time without
                    advance notice.    

                                           BROKERAGE ALLOCATION

                         Subject to the overall supervision of the
          President and the
                    Board, IMI (or MFC with respect to Ivy Canada Fund)
          places orders
                    for the purchase and sale of each Fund's portfolio
          securities. 
                    With respect to Ivy International Fund, Northern Cross
                    Investments Limited ("Northern Cross," or the
          "Subadviser") also
                    places orders for the purchase and sale of the Fund's
          portfolio
                    securities.  All portfolio transactions are effected at
          the best












                    price and execution obtainable. Purchases and sales of
          debt
                    securities are usually principal transactions and
          therefore,
                    brokerage commissions are usually not required to be
          paid by the












                    particular Fund for such purchases and sales, although
          the price
                    paid generally includes undisclosed compensation to the
          dealer. 
                    The prices paid to underwriters of newly-issued
          securities
                    usually include a concession paid by the issuer to the
                    underwriter, and purchases of after-market securities
          from
                    dealers normally reflect the spread between the bid and
          asked
                    prices.  In connection with OTC transactions, IMI (or
          MFC for Ivy
                    Canada Fund and the Subadviser for Ivy International
          Fund)
                    attempts to deal directly with the principal market
          makers,
                    except in those circumstances where IMI (or MFC for Ivy
          Canada
                    Fund and the Subadviser for Ivy International Fund)
          believes that
                    a better price and execution are available
          elsewhere.    

                         IMI (or MFC for Ivy Canada Fund and the Subadviser
          for Ivy
                    International Fund) selects broker-dealers to execute
                    transactions and evaluates the reasonableness of
          commissions on
                    the basis of quality, quantity, and the nature of the
          firms'
                    professional services.  Commissions to be charged and
          the
                    rendering of investment services, including
          statistical,
                    research, and counseling services by brokerage firms,
          are factors
                    to be considered in the placing of brokerage business.
          The types
                    of research services provided by brokers may include
          general
                    economic and industry data, and information on
          securities of
                    specific companies. Research services furnished by
          brokers
                    through whom the Trust effects securities transactions
          may be
                    used by IMI (or MFC for Ivy Canada Fund and the
          Subadviser for
                    Ivy International Fund) in servicing all of its
          accounts.  In
                    addition, not all of these services may be used by IMI
          (or MFC













                    for Ivy Canada Fund and the Subadviser for Ivy
          International
                    Fund) in connection with the services it provides to a
          particular
                    Fund or the Trust.  IMI (or MFC for Ivy Canada Fund and
          the
                    Subadviser for Ivy International Fund) may consider
          sales of
                    shares of a Fund as a factor in the selection of
          broker-dealers
                    and may select broker-dealers who provide it with
          research
                    services.  IMI (or MFC for Ivy Canada Fund and the
          Subadviser for
                    Ivy International Fund) will not, however, execute
          brokerage
                    transactions other than at the best price and
          execution.    

                         With respect to Ivy International Fund, when a
          security
                    proposed to be purchased or sold for the Fund is also
          to be
                    purchased or sold at the same time for other accounts
          managed by
                    the Subadviser, purchases or sales are effected on a
          pro rata,
                    rotating or other equitable basis so as to avoid any
          one account
                    being preferred over any other account.    

                         During the fiscal years ended June 30, 1993 and
          1994, during
                    the six-month period ended December 31, 1994 and during
          the
                    fiscal year ended December 31, 1995, Ivy Canada Fund
          paid
                    brokerage commissions of $24,925, $202,849, $98,390 and
          $79,464,
                    respectively.    


























                         During the period from October 23, 1993
          (commencement of
                    operations) to December 31, 1993, Ivy China Region Fund
          paid
                    brokerage commissions of $43,919.  During the fiscal
          years ended
                    December 31, 1994 and December 31, 1995, Ivy China
          Region Fund
                    paid brokerage commissions of $26,579 and $70,459,
          respectively.
                        

                         During the fiscal years ended June 30, 1993 and
          1994, during
                    the six-month period ended December 31, 1994, and
          during the
                    fiscal year ended December 31, 1995, Ivy Global Fund
          paid
                    brokerage commissions of $31,789, $58,828, $43,367 and
          $96,124,
                    respectively.    

                         During the fiscal years ended December 31, 1993,
          1994 and
                    1995, Ivy International Fund paid brokerage commissions
          of
                    $98,756, $139,426 and $715,524, respectively.    

                         During the period from November 1, 1994
          (commencement of
                    operations) to December 31, 1994, Ivy Latin America
          Strategy Fund
                    and Ivy New Century Fund each paid brokerage
          commissions of
                    $5,491 and $2,611, respectively.  During the fiscal
          year ended
                    December 31, 1995, Ivy Latin America Strategy Fund and
          Ivy New
                    Century Fund each paid brokerage commissions of $17,184
          and
                    $15,236, respectively.    

                         Each Fund, with the exception of Ivy Canada Fund
          and Ivy
                    Global Fund, may, under some circumstances, accept
          securities in
                    lieu of cash as payment for Fund shares.  Each of these
          Funds
                    will consider accepting securities only to increase its
          holdings
                    in a portfolio security or to take a new portfolio
          position in a
                    security that IMI (and the Subadviser for Ivy
          International Fund)












                    deems to be a desirable investment for each the Fund. 
          While no
                    minimum has been established, it is expected that each
          the Fund
                    will not accept securities having an aggregate value of
          less than
                    $1 million.  The Trust may reject in whole or in part
          any or all
                    offers to pay for the Fund shares with securities and
          may
                    discontinue accepting securities as payment for the
          Fund shares
                    at any time without notice.  The Trust will value
          accepted
                    securities in the manner and at the same time provided
          for
                    valuing portfolio securities of each the Fund, and the
          Fund
                    shares will be sold for net asset value determined at
          the same
                    time the accepted securities are valued.  The Trust
          will accept
                    only securities which are delivered in proper form and
          will not
                    accept securities subject to legal restrictions on
          transfer.  The
                    acceptance of securities by the Trust must comply with
          the
                    applicable laws of certain states.




















                                        TRUSTEES AND OFFICERS    

                         The Trustees and Executive Officers of the Trust,
          their













                    business addresses and principal occupations during the
          past five
                    years are:

                                             POSITION
                                             WITH THE     BUSINESS
          AFFILIATIONS
                    NAME, ADDRESS, AGE       TRUST        AND PRINCIPAL
          OCCUPATIONS

                    John S. Anderegg, Jr.    Trustee      Chairman,
          Dynamics
                    60 Concord Street                     Research Corp.
          instruments
                    Wilmington, MA  01887                 and controls);
          Director,
                    Age: 71                               Burr-Brown Corp.
                                                          (operational
          amplifiers);
                                                          Director,
          Metritage
                                                          Incorporated
          (level
                                                          measuring
          instruments);
                                                          Trustee of
          Mackenzie Series
                                                          Trust
          (1992-present).

                    Paul H. Broyhill         Trustee      Chairman, BMC
          Fund, Inc.
                    800 Hickory Blvd.                     (1983-present);
          Chairman,
                    Golfview Park                         Broyhill Family
          Foundation,
                    Lenoir, NC 28645                      Inc.
          (1983-Present);
                    Age:  71                              Chairman and
          President,
                                                          Broyhill
          Investments, Inc.
                                                          (1983-present);
          Chairman,
                                                          Broyhill Timber
          Resources
                                                          (1983-present);
          Management
                                                          of a personal
          portfolio of
                                                          fixed-income and
          equity
                                                          investments
          (1983-present);












                                                          Trustee of
          Mackenzie Series
                                                          Trust
          (1988-present);
                                                          Director of The
          Mackenzie
                                                          Funds Inc.
          (1988-1995).

                       Stanley Channick      Trustee      President, The
          Whitestone
                    11 Bala Avenue                        Corporation
          (insurance
                    Bala Cynwyd, PA 19004                 agency);
          President, Scott
                    Age:  71                              Management
          Company
                                                          (administrative
          services
                                                          for insurance
          companies);
                                                          President, The
          Channick
                                                          Group
          (consultants to
                                                          insurance
          companies and
                                                          national trade
                                                          associations);
          Trustee of
                                                          Ivy Fund
          (1984-1993);
                                                          Director of The
          Mackenzie
                                                          Funds Inc.
          (1994-1995).    

                    Frank W. DeFriece, Jr.   Trustee      Director, Manager
          and Vice












                    322 Seventh Street                    President,
          Massengill-













                    Bristol, TN  37620-2218               DeFriece
          Foundation
                    Age: 74                               (charitable
          organization)
                                                          (1950-present);
          Trustee and
                                                          Second Vice
          Chairman, East
                                                          Tennessee Public
                                                          Communications
          Corp. (WSJK-
                                                          TV)
          (1984-present); Trustee
                                                          of Mackenzie
          Series Trust
                                                          (1985-present);
          Director of
                                                          The Mackenzie
          Funds Inc.
                                                          (1987-1995).

                       Roy J. Glauber        Trustee      Mallinckrodt
          Professor of
                                                          Physics, Harvard
                    Age: 70                               University (since
          1974);
                                                          Trustee of Ivy
          Fund (1961-
                                                          1991); Trustee of
          Mackenzie
                                                          Series Trust
          (1994-
                                                          present).    

                    Michael G. Landry        Trustee      President,
          Chairman and
                    700 South Federal Hwy.   and          Director of
          Mackenzie
                    Suite 300                             President
          Investment
                    Boca Raton, FL  33432                 Management Inc.
                    Age: 49                               (1987-present);
          President
                    [*Deemed to be an                     and Director of
                    "interested person"                   Ivy Management,
          Inc. (1992-
                    of the Trust, as                      present);
          Chairman and 
                    defined under the                     Director of
          Mackenzie Ivy
                    1940 Act.]                            Investor Services
          Corp.
                                                          (1993-present);
          Director












                                                          and President of
          Mackenzie
                                                          Ivy Funds
          Distribution,
                                                          Inc. (1993-1994);
          Chairman
                                                          and Director of
          Mackenzie
                                                          Ivy Funds
          Distribution,
                                                          Inc.
          (1994-present);
                                                          Director and
          President of
                                                          The Mackenzie
          Funds Inc.
                                                          (1987-1995);
          Trustee and
                                                          President of
          Mackenzie
                                                          Series Trust
          (1987-
                                                          present). 

                    Michael R. Peers         Trustee      Chairman of the
          Board,
                    c/o Brattle, Inc.        and          Ivy Management,
          Inc.
                    176 Federal Street,      Chairman     (1984-1991);
          Chairman
                    5th Floor                of the       of the Board, Ivy
          Fund
                    Boston, MA  02110        Board        (1974-present);
          Private
                    Age: 66                               Investor.
                    [*Deemed to be an 
                    "interested person"
                    of the Trust, as 












                    defined under the
                    1940 Act.]














                    Joseph G. Rosenthal      Trustee      Chartered
          Accountant
                    110 Jardin Drive                      (1958-present);
          Trustee
                    Unit #12                              of Mackenzie
          Series
                    Concord, Ontario Canada               Trust
          (1985-present);
                    L4K 2T7                               Director of The
          Mackenzie
                    Age: 61                               Funds Inc.
          (1987-1995).

                    Richard N. Silverman     Trustee      Formerly
          President,
                    18 Bonnybrook Road                    Hy-Sil
          Manufacturing
                    Waban, MA  02168                      Company, a
          division of
                    Age: 71                               Van Leer, U.S.A.,
          Inc.
                                                          (gift packaging
          materials
                                                          and metalized
          film
                                                          products);
          Formerly
                                                          Director, Waters
                                                          Manufacturing Co.
                                                          (manufacturer of
          electronic
                                                          parts); Director,
          Panorama
                                                          Television
          Network.

                    J. Brendan Swan          Trustee        President,
          Airspray
                    4701 North Federal Hwy.                 International,
          Inc.;
                    Suite 465                             Joint Managing
          Director,
                    Pompano Beach, FL  33064                Airspray
          International
                    Age: 65                               B.V. (an
          environmentally
                                                          sensitive
          packaging
                                                          company);
          Director, The
                                                          Mackenzie Funds
          Inc. (1992-
                                                          1995); Trustee of
          Mackenzie












                                                          Series Trust
          (1992-
                                                          present).

                    Keith J. Carlson         Vice         Senior Vice
          President
                    700 South Federal Hwy.   President    and Director of
          Mackenzie
                    Suite 300                             Investment
          Management,
                    Boca Raton, FL  33432                 Inc.
          (1994-present);
                    Age: 39                               Senior Vice
          President,
                                                          Secretary and
          Treasurer of
                                                          Mackenzie
          Investment
                                                          Management Inc.
          (1985-
                                                          1994); Senior
          Vice
                                                          President and
          Director of
                                                          Ivy Management,
          Inc. (1994-
                                                          present); Senior
          Vice
                                                          President,
          Treasurer and
                                                          Director of Ivy
          Management,
                                                          Inc. (1992-1994);
          Vice
                                                          President of The
          Mackenzie
                                                          Funds Inc.
          (1987-1995);
                                                          President and
          Director of
                                                          Mackenzie Ivy
          Investor
























                                                          Services Corp.
          (1993-
                                                          present); Vice
          President of
                                                          Mackenzie Series
          Trust
                                                          (1994-present);
          Treasurer
                                                          of Mackenzie
          Series Trust
                                                          (1985-1994);
          President and
                                                          Director of
          Mackenzie Ivy
                                                          Funds
          Distribution, Inc.
                                                          (1994-present);
          Executive
                                                          Vice President
          and Director
                                                          of Mackenzie Ivy
          Funds
                                                          Distribution,
          Inc. (1993-
                                                          1994).

                    C. William Ferris        Secretary/   Senior Vice
          President,
                    700 South Federal Hwy.   Treasurer   
          Secretary/Treasurer
                    Suite 300                             and Director of
                    Boca Raton, FL  33432                 Mackenzie
          Investment
                    Age: 51                               Management Inc.
          (1994-
                                                          present); Senior
          Vice
                                                          President,
          Finance and
                                                         
          Administration/Compliance
                                                          Officer of
          Mackenzie
                                                          Investment
          Management Inc.
                                                          (1989-1994);
          Senior Vice
                                                          President,
          Secretary/
                                                          Treasurer and
          Clerk of Ivy
                                                          Management, Inc.
          (1994-













                                                          present); Senior
          Vice
                                                          President,
          Finance and
                                                         
          Administration/Compliance
                                                          Officer of Ivy
          Management,
                                                          Inc. (1992-1994);
          Senior
                                                          Vice President,
          Secretary/
                                                          Treasurer and
          Clerk of Ivy
                                                          Management, Inc.
          (1989-
                                                          1994); Senior
          Vice
                                                          President,
          Secretary/
                                                          Treasurer of
          Mackenzie Ivy
                                                          Funds
          Distribution, Inc.
                                                          (1994-present);
          Secretary/
                                                          Treasurer and
          Director of
                                                          Mackenzie Ivy
          Funds
                                                          Distribution,
          Inc. (1993-
                                                          1994);
          Secretary/Treasurer
                                                          and Director of
          Mackenzie
                                                          Ivy Investor
          Services Corp.
                                                          (1993-present);
          Secretary/
                                                          Treasurer of The
          Mackenzie
                                                          Funds Inc.
          (1993-1995);
                                                         
          Secretary/Treasurer of
                                                          Mackenzie Series
          Trust
                                                          (1994-present).
























                    PERSONAL INVESTMENTS BY EMPLOYEES OF IMI

                         Employees of IMI are permitted to make personal
          securities
                    transactions, subject to requirements and restrictions
          set forth
                    in IMI's Code of Ethics.  The Code of Ethics contains
          provisions
                    and requirements designed to identify and address
          certain
                    conflicts of interest between personal investment
          activities and
                    the interests of investment advisory clients such as
          the Funds. 
                    Among other things, the Code of Ethics, which generally
          complies
                    with standards recommended by the Investment Company
          Institute's
                    Advisory Group on Personal Investing, prohibits certain
          types of
                    transactions absent prior approval, imposes time
          periods during
                    which personal transactions may not be made in certain
                    securities, and requires the submission of duplicate
          broker
                    confirmations and monthly reporting of securities
          transactions. 
                    Additional restrictions apply to portfolio managers,
          traders,
                    research analysts and others involved in the investment
          advisory
                    process.  Exceptions to these and other provisions of
          the Code of
                    Ethics may be granted in particular circumstances after
          review by
                    appropriate personnel.

























































                                            COMPENSATION TABLE
                                                 IVY FUND
                                  (FISCAL YEAR ENDED DECEMBER 31, 1995)

                                                                          
          TOTAL
                                                 PENSION OR               
          COMPENSA-
                                                 RETIREMENT               
          TION FROM
                                                 BENEFITS   ESTIMATED     
          TRUST AND
                                      AGGREGATE  ACCRUED AS ANNUAL        
          FUND COM-
                                      COMPENSA-  PART OF    BENEFITS      
          PLEX PAID
                    NAME,             TION       FUND       UPON          
          TO  
                    POSITION          FROM TRUST EXPENSES   RETIREMENT    
          TRUSTEES












                    John S.           7,112      N/A        N/A           
          8,000
                     Anderegg, Jr.
                    (Trustee)

                    Paul H.           7,112      N/A        N/A           
          8,000
                     Broyhill
                    (Trustee)

                    Stanley             -0-      N/A        N/A           
          8,000
                      Channick[*]
                    (Trustee)

                    Frank W.          7,112      N/A        N/A           
          8,000
                     DeFriece, Jr.
                    (Trustee)

                    Roy J.              -0-      N/A        N/A           
          8,000
                      Glauber[*]
                    (Trustee)

                    Michael G.          -0-      N/A        N/A             
          -0-
                     Landry
                    (Trustee and
                     President)

                    Michael R.          -0-      N/A        N/A             
          -0-
                     Peers
                    (Trustee and
                     Chairman of
                     the Board)

                    Joseph G.         7,112      N/A        N/A           
          8,000
                     Rosenthal
                    (Trustee)

                    Richard N.        8,000      N/A        N/A           
          8,000
                     Silverman
                    (Trustee)


























                    J. Brendan        7,112      N/A        N/A           
          8,000
                     Swan
                     (Trustee)

                    Keith J.            -0-      N/A        N/A             
          -0-
                     Carlson
                    (Vice President)

                    C. William          -0-      N/A        N/A             
          -0-
                     Ferris
                     (Secretary/Treasurer)

                    [*]  Appointed as a Trustee of the Trust at a meeting
          of the
                         Board of Trustees held on February 6, 1996.

                         As of February 26, 1996, the Officers and Trustees
          of the
                    Trust as a group owned beneficially or of record none
          of the
                    outstanding Class A, Class B, Class C or Class I shares
          of any of
                    the Funds.    


























































                                 INVESTMENT ADVISORY AND OTHER SERVICES  

                    BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES

                         IMI currently provides business management and
          investment
                    advisory services to each Fund pursuant to a Business
          Management
                    and Investment Advisory Agreement (the "Agreement")
          (except for
                    Ivy Canada Fund, for which IMI provides only business
          management
                    services pursuant to a Business Management Agreement). 
          The
                    Agreement was approved by the sole shareholder of Ivy
          China
                    Region Fund on October 23, 1993, by the shareholders of
          Ivy
                    International Fund on December 30, 1991 and by the
          respective
                    sole shareholder of Ivy Latin America Strategy Fund and
          Ivy New
                    Century Fund on October 28, 1994.  Prior to the
          approval by the
                    respective shareholders or sole shareholder of each
          Fund (except
                    for Ivy Canada Fund and Ivy Global Fund), the Agreement
          was













                    approved on August 23, 1993 with respect to Ivy China
          Region
                    Fund, October 28, 1991 with respect to Ivy
          International Fund and
                    September 17, 1994 with respect to Ivy Latin America
          Strategy
                    Fund and Ivy New Century Fund by the Board, including a
          majority
                    of the Trustees who are neither "interested persons"
          (as defined
                    in the 1940 Act) of the Trust nor have any direct or
          indirect
                    financial interest in the operation of the distribution
          plan (see
                    "Distribution Services") or in any related agreement
          (the
                    "Independent Trustees").      

                         Until January 31, 1995 MIMI served as the
          investment adviser
                    to Ivy Global Fund and as investment manager to Ivy
          Canada Fund,
                    which Funds were each a series of The Mackenzie Funds
          Inc. (the
                    "Company") until January 31, 1995.  On January 31,
          1995, MIMI's
                    interest in the Agreement (with respect to Ivy Global
          Fund) and
                    in the Management Agreement (with respect to Ivy Canada
          Fund) was
                    assigned by MIMI to IMI, which is a wholly owned
          subsidiary of
                    MIMI.  The provisions of the Agreement and the
          Management
                    Agreement remain unchanged by IMI's succession to MIMI
                    thereunder.  The Agreement (with respect to Ivy Global
          Fund) and
                    the Management Agreement (with respect to Ivy Canada
          Fund) was
                    initially approved with respect to the Funds on
          September 29,
                    1994 by the Board including a majority of the
          Independent
                    Trustees.  The Agreement was approved by the sole
          shareholder of
                    each the Fund on January 27, 1995. MIMI is a subsidiary
          of MFC,
                    150 Bloor Street West, Toronto, Ontario, Canada, a
          public
                    corporation organized under the laws of Ontario whose
          shares are
                    listed for trading on The TSE.  MFC is registered in
          Ontario as a













                    mutual fund dealer.  IMI currently acts as manager and
          investment
                    adviser to the following investment companies
          registered under
                    the 1940 Act (other than the Funds and other than as
          investment
                    manager to Ivy Canada Fund):  Ivy Growth Fund, Ivy
          Emerging
                    Growth Fund, Ivy Growth with Income Fund, Ivy Bond
          Fund, Ivy
                    International Bond Fund, Ivy Short-Term Bond Fund and
          Ivy Money
                    Market Fund.  The Trust has contracted with MFC to act
          as
                    investment adviser to Ivy Canada Fund pursuant to an
          Investment
                    Advisory Agreement (the "Advisory Agreement").  The
          Advisory
                    Agreement between Ivy Canada Fund and MFC was approved
          on












                    September 29, 1994 by the Board, including a majority
          of the
                    Independent Trustees, and was approved on January 27,
          1995 by the
                    sole shareholder of Ivy Canada Fund.    

                         The Agreement obligates IMI to make investments
          for the
                    accounts of each Fund (except Ivy Canada Fund) in
          accordance with
                    its best judgment and within the investment objectives
          and
                    restrictions set forth in the Prospectus, the 1940 Act
          and the
                    provisions of the Code relating to regulated investment
                    companies, subject to policy decisions adopted by the
          Board.  IMI
                    also determines the securities to be purchased or sold
          by these
                    Funds and places orders with brokers or dealers who
          deal in such













                    securities.  The Advisory Agreement obligates MFC to
          make
                    investments for the account of Ivy Canada Fund in
          accordance with
                    its best judgment and within the investment objectives
          and
                    restrictions set forth in the Prospectus with respect
          to Ivy
                    Canada Fund, the 1940 Act and the provisions of the
          Code,
                    relating to regulated investment companies, subject to
          policy
                    decisions adopted by the Board.  MFC also determines
          the
                    securities to be purchased or sold by Ivy Canada Fund
          and places
                    orders with brokers or dealers who deal in such
          securities.    
                      
                         Under the Agreement (the Management Agreement with
          respect
                    to Ivy Canada Fund), IMI also provides certain business
                    management services.  IMI is obligated to (1)
          coordinate with
                    each Fund's Custodian and monitor the services it
          provides to
                    that Fund; (2) coordinate with and monitor any other
          third
                    parties furnishing services to each Fund; (3) provide
          each Fund
                    with necessary office space, telephones and other
          communications
                    facilities as are adequate for the particular Fund's
          needs;
                    (4) provide the services of individuals competent to
          perform
                    administrative and clerical functions that are not
          performed by
                    employees or other agents engaged by the particular
          Fund or by
                    IMI acting in some other capacity pursuant to a
          separate
                    agreement or arrangements with the Fund; (5) maintain
          or
                    supervise the maintenance by third parties of such
          books and
                    records of the Trust as may be required by applicable
          Federal or
                    state law; (6) authorize and permit IMI's directors,
          officers and
                    employees who may be elected or appointed as trustees
          or officers
                    of the Trust to serve in such capacities; and (7) take
          such other












                    action with respect to the Trust, after approval by the
          Trust as
                    may be required by applicable law, including without
          limitation
                    the rules and regulations of the SEC and of state
          securities
                    commissions and other regulatory agencies.  Pursuant to
          the
                    Management Agreement, IMI is also responsible for
          reviewing the
                    activities of MFC to insure that Ivy Canada Fund is
          operated in
                    compliance with that Fund's investment objectives and
          policies
                    and with the 1940 Act.

                         Ivy Global Fund pays IMI a monthly fee for
          providing
                    business management and investment advisory services at
          an annual
                    rate of 1.00% of the first $500 million of its average
          daily net
                    assets, reduced to 0.75% on average daily net assets
          over $500
                    million.  Each of the other Funds (except Ivy Canada
          Fund) pays












                    IMI a monthly fee for providing business management and
                    investment advisory serves at an annual rate of 1.00%
          of each the
                    Fund's average daily net assets.  Ivy Canada Fund pays
          IMI a
                    monthly fee for providing business management services
          at an
                    annual rate of 0.50% of its average daily net
          assets.    

                         For advisory services, Ivy Canada Fund pays MFC a
          monthly
                    fee at an annual rate of 0.35% of the average daily net
          assets of
                    the Fund.  For the fiscal years ended June 30, 1993 and
          1994, for












                    the six-month period ended December 31, 1994 and for
          the fiscal
                    year ended December 31, 1995, Ivy Canada Fund paid MFC
          fees of
                    $47,671, $120,495, $54,763 and $67,229,
          respectively.    

                         For the period from October 23, 1993 (commencement
          of
                    operations) to December 31, 1993 and during the fiscal
          years
                    ended December 31, 1994 and 1995, Ivy China Region Fund
          paid IMI
                    $10,340, $193,875 and $200,605, respectively (of which
          IMI
                    reimbursed $0, $1,036 and $0, respectively, pursuant to
          required
                    expense limitations and of which IMI reimbursed $2,907,
          $106,631
                    and $106,085, respectively, pursuant to voluntary
          expense
                    limitations).    

                         During the fiscal years ended June 30, 1993 and
          1994 and
                    during the six-month period ended December 31, 1994,
          MIMI, as
                    investment manager to Ivy Canada Fund and as investment
          adviser
                    to Ivy Global Fund, when each was a series of the
          Company,
                    received fees of $68,102, $172,136 and $78,234,
          respectively,
                    from Ivy Canada Fund and $104,015, $155,540 and
          $107,966,
                    respectively, (of which MIMI reimbursed $581, $0 and
          $0,
                    respectively, pursuant to required expense limitations
          and of
                    which MIMI reimbursed $83,214, $34,779 and $15,264,
          respectively,
                    pursuant to voluntary expense limitations) from Ivy
          Global Fund. 
                    During the fiscal year ended December 31, 1995, IMI
          received fees
                    of $96,041 from Ivy Canada Fund (of which IMI
          reimbursed $63,466
                    pursuant to required expense limitations) and $239,963
          from Ivy
                    Global Fund (of which IMI reimbursed $62,242 pursuant
          to
                    voluntary expense limitations).    














                         For the fiscal years ended December 31, 1993, 1994
          and 1995,
                    Ivy International Fund paid IMI fees of $1,302,526,
          $2,217,950
                    and $3,948,456, respectively.    

                         During the period from November 1, 1994
          (commencement of
                    operations) to December 31, 1994 and during the fiscal
          year ended
                    December 31, 1995, Ivy Latin America Strategy Fund paid
          IMI fees
                    of $1,006 and $95,380, respectively (of which IMI
          reimbursed IMI
                    reimbursed $13,333 and $93,340,, respectively, pursuant
          to
                    required expense limitations and of which IMI
          reimbursed $523 and
                    $2,040, respectively, pursuant to voluntary expense
          limitations)
                    and Ivy New Century Fund paid IMI fees of $912 and
          $91,226,
                    respectively (of which IMI reimbursed $16,415 and
          $87,348,
                    respectively, pursuant to required expense limitations
          and of
                    which IMI reimbursed $512 and $3,878, respectively,
          pursuant to
                    voluntary expense limitations).        












                         Under the Agreement (or the Management Agreement
          and the
                    Advisory Agreement with respect to Ivy Canada Fund),
          the Trust
                    pays the following expenses: (1) the fees and expenses
          of the
                    Trust's Independent Trustees; (2) the salaries and
          expenses of
                    any of the Trust's officers or employees who are not
          affiliated
                    with IMI; (3) interest expenses; (4) taxes and
          governmental fees,













                    including any original issue taxes or transfer taxes
          applicable
                    to the sale or delivery of shares or certificates
          therefor; (5)
                    brokerage commissions and other expenses incurred in
          acquiring or
                    disposing of portfolio securities; (6) the expenses of
                    registering and qualifying shares for sale with the SEC
          and with
                    various state securities commissions; (7) accounting
          and legal
                    costs; (8) insurance premiums; (9) fees and expenses of
          the
                    Trust's Custodian and Transfer Agent and any related
          services;
                    (10) expenses of obtaining quotations of portfolio
          securities and
                    of pricing shares; (11) expenses of maintaining the
          Trust's legal
                    existence and of shareholders' meetings; (12) expenses
          of
                    preparation and distribution to existing shareholders
          of periodic
                    reports, proxy materials and prospectuses; and (13)
          fees and
                    expenses of membership in industry organizations.    

                         The Agreement provides that if a Fund's total
          expenses in
                    any fiscal year (other than interest, taxes,
          distribution
                    expenses, brokerage commissions and other portfolio
          transaction
                    expenses, other expenditures which are capitalized in
          accordance
                    with generally accepted accounting principles and any
          extraor-
                    dinary expenses including, without limitation,
          litigation and
                    indemnification expenses) exceed the permissible limits
          appli-
                    cable to that Fund in any state in which its shares are
          then
                    qualified for sale, IMI will bear the excess expenses. 
          At the
                    present time, the most restrictive state expense
          limitation
                    provision limits each Fund's annual expenses to 2.5% of
          the first
                    $30 million of its average daily net assets, 2.0% of
          the next $70
                    million and 1.5% of its average daily net assets over
          $100
                    million.  












                         IMI currently limits each of Ivy China Region, Ivy
          Latin
                    America Strategy and Ivy New Century Fund's total
          operating
                    expenses (excluding Rule 12b-1 fees, interest, taxes,
          brokerage
                    commissions, litigation and indemnification expenses,
          and other
                    extraordinary expenses) to an annual rate of 1.95% of
          the
                    particular Fund's average daily net assets.  As long as
          a Fund's
                    expense limitation continues, it may lower that Fund's
          expenses
                    and increase its yield.  Each the Fund's expense
          limitation may
                    be terminated or revised at any time, at which time
          that Fund's
                    expenses may increase and its yield may be reduced,
          depending on
                    the total assets of the Fund.  In addition, IMI may
          voluntarily
                    reimburse Ivy Global Fund's expenses.     

                         On August 25-26, 1995, the Board, including a
          majority of
                    the Independent Trustees, last approved the continuance
          of the
                    Agreement with respect to Ivy China Region Fund, Ivy
          Global Fund
                    and Ivy International Fund.  On August 25-26, 1995, the
          Trustees
                    of the Trust, including a majority of the Independent
          Trustees,












                    voted to approve the Management Agreement for Ivy
          Canada Fund. 
                    The initial term of the Agreement between IMI and each
          of Ivy
                    Latin America Strategy Fund and Ivy New Century Fund,
          which
                    commenced on October 30, 1994, will run for a period of
          two years












                    from the date of commencement.  Each Agreement (or
          Management
                    Agreement with respect to Ivy Canada Fund) will
          continue in
                    effect with respect to each Fund from year to year, or
          for more
                    than the initial period, as the case may be, only so
          long as the
                    continuance is specifically approved at least annually
          (i) by the
                    vote of a majority of the Independent Trustees and (ii)
          either
                    (a) by the vote of a majority of the outstanding voting
          securi-
                    ties (as defined in the 1940 Act) of the particular
          Fund or (b)
                    by the vote of a majority of the entire Board.  If the
          question
                    of continuance of the Agreements (or adoption of any
          new agree-
                    ment) is presented to shareholders, continuance (or
          adoption)
                    shall be effected only if approved by the affirmative
          vote of a
                    majority of the outstanding voting securities of the
          particular
                    Fund.  See "Capitalization and Voting Rights."    

                         Each Agreement (or Management Agreement with
          respect to Ivy
                    Canada Fund) may be terminated with respect to a
          particular Fund
                    at any time, without payment of any penalty, by the
          vote of a
                    majority of the Board, or by a vote of a majority of
          the
                    outstanding voting securities of that Fund, on 60 days'
          written
                    notice to IMI, or by IMI on 60 days' written notice to
          the Trust. 
                    The Agreement shall terminate automatically in the
          event of its
                    assignment.    

                         SUBADVISORY CONTRACT -  IVY INTERNATIONAL FUND. 
          The Trust
                    and IMI, on behalf of Ivy International Fund, have
          entered into a
                    subadvisory contract with an independent investment
          adviser (the
                    "Subadvisory Contract") under which the subadviser
          develops,
                    recommends and implements an investment program and
          strategy for












                    the Fund's portfolio and is responsible for making all
          portfolio
                    security and brokerage decisions, subject to the
          supervision of
                    IMI and, ultimately, the Board.  Fees payable under the
                    Subadvisory Contract accrue daily and are paid
          quarterly by IMI. 
                    Effective April 1, 1993, Northern Cross serves as
          subadviser for
                    Ivy International Fund's portfolio pursuant to the
          Subadvisory
                    Contract.  As compensation for its services, Northern
          Cross is
                    paid a fee by IMI at the annual rate of 0.60% of Ivy
                    International Fund's average net assets.  As
          compensation for
                    advisory services rendered for the period from April 1,
          1993 to
                    December 31, 1993 and for the fiscal years ended
          December 31,
                    1994 and 1995, IMI paid Northern Cross $617,520,
          $1,330,770 and
                    $_______, respectively.  Northern Cross, wholly-owned
          and
                    operated by Hakan Castegren, is the successor to the
          investment
                    advisory functions of Boston Overseas Investors, Inc.
          ("BOI"),
                    which also was wholly-owned and operated by Hakan
          Castegren. 
                    Boston Investor Services, Inc., the successor to the
                    administrative and research functions of BOI, provides
                    administrative and research services to Northern
          Cross.    

                         BOI served as subadviser for Ivy International
          Fund's












                    portfolio from July 1, 1990 until March 31, 1993. 
          Under its
                    subadvisory contract, IMI paid BOI a fee at an annual
          rate of













                    0.60% of the Fund's average net assets.  As
          compensation for
                    advisory services rendered for the three-month period
          ended
                    March 31, 1993, IMI paid BOI $163,879.      

                         Any amendment to the current Subadvisory Contract
          requires
                    approval by votes of (a) a majority of the outstanding
          voting
                    securities of Ivy International Fund affected thereby
          and (b) a
                    majority of the Trustees who are not interested persons
          of the
                    Trust or of any other party to such Contract.  The
          Subadvisory
                    Contract terminates automatically in the event of its
          assignment
                    (as defined in the 1940 Act) or upon termination of the
                    Agreement.  Also, the Subadvisory Contract may be
          terminated by
                    not more than 60 days' nor less than 30 days' written
          notice by
                    either the Trust or IMI or upon not less than 120 days'
          notice by
                    the Subadviser.  The Subadvisory Contract provides that
          IMI or
                    the Subadviser shall not be liable to the Trust, to any
                    shareholder of the Trust, or to any other person,
          except for loss
                    resulting from willful misfeasance, bad faith, gross
          negligence
                    or reckless disregard of duty.    

                         The Subadvisory Contract will continue in effect
          (subject to
                    provisions for earlier termination as described above)
          only if
                    such continuance is approved at least annually (a) by a
          majority
                    of the Trustees who are not interested persons of the
          Trust or of
                    any other party to the Contract and (b) by either (i) a
          majority
                    of all of the Trustees of the Trust or (ii) a vote of a
          majority
                    of the outstanding voting securities of any Fund
          affected
                    thereby.  On September 17, 1994, the Board, including a
          majority
                    of the Independent Trustees, last approved the
          continuance of the
                    Subadvisory Contract.    













                    DISTRIBUTION SERVICES

                         MIFDI, a wholly owned subsidiary of MIMI, serves
          as the
                    exclusive distributor of the Funds' shares pursuant to
          an Amended
                    and Restated Distribution Agreement with the Trust
          dated October
                    23, 1991, as amended from time to time (the
          "Distribution
                    Agreement").  MIFDI distributes shares of the Funds
          through
                    broker-dealers who are members of the National
          Association of
                    Securities Dealers, Inc. and who have executed dealer
          agreements
                    with MIFDI.  MIFDI distributes shares of the Funds on a
                    continuous basis, but reserves the right to suspend or
                    discontinue distribution on that basis.  MIFDI is not
          obligated
                    to sell any specific amount of Fund shares.  

                         Pursuant to the Distribution Agreement, MIFDI is
          entitled to
                    deduct a commission on all Class A Fund shares sold
          equal to the
                    difference, if any, between the public offering price,
          as set
                    forth in the Funds' then-current prospectus, and the
          net asset
                    value on which such price is based.  Out of that
          commission,
                    MIFDI may reallow to dealers such concession as MIFDI
          may
                    determine from time to time.  In addition, MIFDI is
          entitled to












                    deduct a CDSC on the redemption of Class A shares sold
          without an
                    initial sales charge and Class B and Class C shares, in
                    accordance with, and in the manner set forth in, the
          Prospectus. 













                    MIFDI may reallow all or a portion of the CDSC to
          dealers as
                    MIFDI may determine from time to time.    

                         Under the Distribution Agreement, each Fund bears,
          among
                    other expenses, the expenses of registering and
          qualifying its
                    shares for sale under federal and state securities laws
          and
                    preparing and distributing to existing shareholders
          periodic
                    reports, proxy materials and prospectuses.

                         During the fiscal year ended June 30, 1993 and the
          three
                    months ended September 30, 1993, MIMI, which at that
          time was Ivy
                    Canada Fund's distributor, received from sales of Class
          A[1:
                    Shares of Ivy Canada  Fund outstanding as of March 31,
          1994 were
                    designated Class A shares of the Fund.] shares of Ivy
          Canada Fund
                    $395,698 and $332,241, respectively, in sales
          commissions, of
                    which $59,871 and $52,414, respectively, was retained
          after
                    dealers' reallowances.  During the nine months ended
          June 30,
                    1994, the six-month period ended December 31, 1994 and
          the fiscal
                    year ended December 31, 1995, MIFDI received
          commissions of
                    $386,239, $44,748 and $_________, respectively, from
          sales of
                    Class A shares of the Fund, of which $62,036, $7,074
          and
                    $_________, respectively, was retained after dealers'
                    reallowances.  During the period April 1, 1994
          (commencement of
                    sales of Class B shares) to June 30, 1994 and the
          six-month
                    period ended December 31, 1994 and the fiscal year
          ended December
                    31, 1995, MIFDI received $574 and $_______,
          respectively, in
                    CDSCs on redemptions of Class B shares of Ivy Canada
          Fund.    

                         During the period from October 23, 1993
          (commencement of
                    operations) to December 31, 1993 and during the fiscal
          years












                    ended December 31, 1994 and December 31, 1995, MIFDI
          received
                    from sales of Class A shares of Ivy China Region Fund
          $215,030,
                    $328,530 and $_______, respectively, in sales
          commissions, of
                    which $33,451, $52,347 and $________, respectively, was
          retained
                    after dealers' re-allowances.  During the period from
          October 23,
                    1993 (commencement of operations) to December 31, 1993,
          MIFDI
                    received no CDSCs on Class B shares of Ivy China Region
          Fund. 
                    During the fiscal years ended December 31, 1994 and
          December 31,
                    1995, MIFDI received $17,290 and $_____, respectively,
          in CDSCs
                    on redemptions of Class B shares of the Fund.    

                         During the fiscal years ended June 30, 1993 and
          the three
                    month period ended September 30, 1993, MIMI, which at
          that time
                    was Ivy Global Fund's distributor, received from sales
          of Class A
                    1[Shares of Ivy Global Fund outstanding as of March 31,
          1994 were
                    designated Class A shares of the Fund.] shares of Ivy
          Global Fund
                    $192,128 and $57,279, respectively, in sales
          commissions, of
                    which $35,500 and $8,869, respectively, was retained
          after
                    dealers' reallowances.  During the nine months ended
          June 30,
                    1994, the six-month period ended December 31, 1994 and
          the fiscal
                    year ended December 31, 1995, MIFDI received
          commissions of












                    $166,539, $96,349 and $________, respectively, from
          sales of












                    Class A shares of the Fund, of which $25,240, $16,508
          and
                    $______, respectively, was retained after dealers'
          reallowances. 
                    During the period April 1, 1994 (commencement of sales
          of Class B
                    shares) to December 31, 1994 and during the fiscal year
          ended
                    December 31, 1995, MIFDI received $0 and $_______,
          respectively,
                    in CDSCs on redemptions of Class B shares of Ivy Global
          Fund.    

                         During the period from January 1, 1993 to
          September 30,
                    1993, MIMI, which at that time was Ivy International
          Fund's
                    distributor, received from sales of Class A shares of
          the Fund
                    $262,908 in sales commissions, of which $41,306 was
          retained
                    after dealers' re-allowances.  During the period from
          October 1,
                    1993 to December 31, 1993, MIFDI received from sales of
          Class A
                    shares of Ivy International Fund $215,623 in sales
          commissions,
                    of which $33,877 was retained after dealers'
          re-allowances. 
                    During the fiscal years ended December 31, 1994 and
          December 31,
                    1995, MIFDI received from sales of Class A shares of
          Ivy
                    International Fund $788,610 and $_______, respectively,
          in sales
                    commissions, of which $124,786 and $________,
          respectively, was
                    retained after dealers' re-allowances.  During the
          period from
                    January 1, 1993 to September 30, 1993, and from October
          1, 1993
                    to December 31, 1993, MIMI and MIFDI, respectively,
          received no
                    CDSCs upon certain redemptions of Class A shares of Ivy
                    International Fund.  During the period from October 23,
          1993 (the
                    date on which Class B shares of Ivy International Fund
          were first
                    offered for sale to the public) to December 31, 1993,
          MIFDI
                    received $439 in CDSCs paid upon certain redemptions of
          Class B
                    shares of Ivy International Fund.  During the fiscal
          years ended












                    December 31, 1994 and December 31, 1995, MIFDI received
          $23,381
                    and $________, respectively, in CDSCs paid upon certain
                    redemptions of Class B shares of Ivy International
          Fund.        

                         During the period from November 1, 1994
          (commencement of
                    operations) to December 31, 1994 and during the fiscal
          year ended
                    December 31, 1995, MIFDI received from sales of Class A
          shares of
                    Ivy Latin America Strategy Fund $7,492 and $_______,
                    respectively, in sales commissions, of which $1,071 and
                    $________, respectively, was retained after dealers re-
                    allowances.  During the period from November 1, 1994
                    (commencement of operations) to December 31, 1994,
          MIFDI received
                    no CDSCs on redemptions of Class B shares of Ivy Latin
          America
                    Strategy Fund.  During the fiscal year ended December
          31, 1995,
                    MIFDI received $________ in CDSCs on redemptions of
          Class B
                    shares of the Fund.     

                         During the period from November 1, 1994
          (commencement of
                    operations) to December 31, 1994 and during the fiscal
          year ended
                    December 31, 1995, MIFDI received from sales of Class A
          Shares of
                    Ivy New Century Fund $5,766 and $______, respectively,
          in sales
                    commissions, of which $865 and $_______, respectively,
          was
                    retained after dealer re-allowances.  During the period
          from
                    November 1, 1994 (commencement of operations) to
          December 31,
                    1994, MIFDI received no CDSCs on redemptions of Class B
          Shares of
























                    Ivy New Century Fund.  During the fiscal year ended
          December 31,
                    1995, MIFDI received $_________ in CDSCs on redemptions
          of Class
                    B shares of the Fund.     

                         Since the inception date for Class C shares of
          each Fund is
                    April 30, 1996, no payments were made in connection
          with the sale
                    of Class C shares with respect to any Fund during the
          relevant
                    time periods.    

                         Each Distribution Agreement will continue in
          effect for
                    successive one-year periods, provided that such
          continuance is
                    specifically approved at least annually by the vote of
          a majority
                    of the Independent Trustees, cast in person at a
          meeting called
                    for that purpose and by the vote of either a majority
          of the
                    entire Board or a majority of the outstanding voting
          securities
                    of each Fund.  Each Distribution Agreement may be
          terminated with
                    respect to a particular Fund at any time, without
          payment of any
                    penalty, by MIFDI on 60 days' written notice to the
          particular
                    Fund or by a Fund by vote of either a majority of the
          outstanding
                    voting securities of the Fund or a majority of the
          Independent
                    Trustees on 60 days' written notice to MIFDI.  Each
          Distribution
                    Agreement shall terminate automatically in the event of
          its
                    assignment.    

                         RULE 18F-3 PLAN.  On February 23, 1995, the SEC
          adopted Rule
                    18f-3 under the 1940 Act, which permits a registered
          open-end
                    investment company to issue multiple classes of shares
          in
                    accordance with a written plan approved by the
          investment
                    company's board of directors/trustees and filed with
          the SEC.  At
                    a meeting held on December 1-2, 1995, the Board adopted
          a multi-












                    class plan (the "Rule 18f-3 plan") on behalf of each
          Fund.  The
                    key features of the Rule 18f-3 plan are as follows: 
          (i) shares
                    of each class of a Fund represent an equal pro rata
          interest in
                    that Fund and generally have identical voting,
          dividend,
                    liquidation, and other rights, preferences, powers,
          restrictions,
                    limitations, qualifications, terms and conditions,
          except that
                    each class bears certain class-specific expenses and
          has separate
                    voting rights on certain matters that relate solely to
          that class
                    or in which the interests of shareholders of one class
          differ
                    from the interests of shareholders of another class;
          (ii) subject
                    to certain limitations described in the Prospectus,
          shares of a
                    particular class of a Fund may be exchanged for shares
          of the
                    same class of another Ivy or Mackenzie fund; and (iii)
          a Fund's
                    Class B shares will convert automatically into Class A
          shares of
                    that Fund after a period of eight years, based on the
          relative
                    net asset value of such shares at the time of
          conversion.

                         RULE 12B-1 DISTRIBUTION PLANS.  The Trust has
          adopted on
                    behalf of each Fund, in accordance with Rule 12b-1
          under the 1940
                    Act, separate distribution plans pertaining to the
          Funds'
                    Class A, Class B and Class C shares (each, a "Plan"). 
          In
                    adopting each Plan, a majority of the Independent
          Trustees have
                    concluded in conformity with the requirements of the
          1940 Act
                    that there is a reasonable likelihood that each Plan
          will benefit























                    each respective Fund and its shareholders.  The
          Trustees of the
                    Trust believe that the Plans should result in greater
          sales
                    and/or fewer redemptions of each Fund's shares,
          although it is
                    impossible to know for certain the level of sales and
          redemptions
                    of a Fund's shares in the absence of a Plan or under an
                    alternative distribution arrangement.    

                         Under each Plan, each Fund pays MIFDI a service
          fee, accrued
                    daily and paid monthly, at the annual rate of up to
          0.25% of the
                    average daily net assets attributable to its Class A
          shares,
                    Class B shares or Class C shares, as the case may be. 
          The
                    services for which service fees may be paid include,
          among other
                    services, advising clients or customers regarding the
          purchase,
                    sale or retention of shares of the Fund, answering
          routine
                    inquiries concerning the Fund and assisting
          shareholders in
                    changing options or enrolling in specific plans. 
          Pursuant to
                    each Plans, service fee payments made out of or charged
          against
                    the assets attributable to a Fund's Class A, Class B or
          Class C
                    shares must be in reimbursement for services rendered
          for or on
                    behalf of that class of the Fund.  The expenses not
          reimbursed in
                    any one given month may be reimbursed in a subsequent
          month.  The
                    Class A Plan (other than the Class A Plan for Ivy
          Canada Fund)
                    does not provide for the payment of interest or
          carrying charges
                    as distribution expenses.    

                         Under the Funds' Class B Plan and Class C Plans,
          each Fund
                    also pays MIFDI a distribution fee, accrued daily and
          paid













                    monthly, at the annual rate of 0.75% of the average
          daily net
                    assets attributable to its Class B or Class C shares. 
          Ivy Canada
                    Fund also pays MIFDI a distribution fee, accrued daily
          and paid
                    monthly, at the annual rate of 0.15% of the average
          daily assets
                    attributable to its Class A shares.  MIFDI may reallow
          to dealers
                    all or a portion of the service and distribution fees
          as MIFDI
                    may determine from time to time.  The distribution fee
                    compensates MIFDI for expenses incurred in connection
          with
                    activities primarily intended to result in the sale of
          the Funds'
                    Class B or Class C shares (and Class A shares, in the
          case of Ivy
                    Canada Fund), including the printing of prospectuses
          and reports
                    for persons other than existing shareholders and the
          preparation,
                    printing and distribution of sales literature and
          advertising
                    materials.  Pursuant to each Class B and Class C Plan
          (and Ivy
                    Canada Fund's Class A Plan), MIFDI may include
          interest, carrying
                    or other finance charges in its calculation of
          distribution
                    expenses, if not prohibited from doing so pursuant to
          an order of
                    or a regulation adopted by the SEC.    

                         Among other things, each Plan provides that (1)
          MIFDI will
                    submit to the Board at least quarterly, and the
          Trustees will
                    review, written reports regarding all amounts expended
          under the
                    Plan and the purposes for which such expenditures were
          made;
                    (2) each Plan will continue in effect only so long as
          such
                    continuance is approved at least annually, and any
          material
                    amendment thereto is approved, by the votes of a
          majority of the
                    Board, including the Independent Trustees, cast in
          person at a























                    meeting called for that purpose; (3) payments by each
          Fund under
                    each Plan shall not be materially increased without the
                    affirmative vote of the holders of a majority of the
          outstanding
                    shares of the relevant class; and (4) while each Plan
          is in
                    effect, the selection and nomination of Trustees who
          are not
                    "interested persons" (as defined in the 1940 Act) of
          the Trust
                    shall be committed to the discretion of the Trustees
          who are not
                    "interested persons" of the Trust.

                         MIFDI may make payments for distribution
          assistance and for
                    administrative and accounting services from resources
          that may
                    include the management fees paid (to MIMI, in the case
          of  Ivy
                    Canada Fund) by a Fund.  MIFDI also may make payments
          (such as
                    the service fee payments described above) to
          unaffiliated broker-
                    dealers for services rendered in the distribution of
          each Fund's
                    shares.  To qualify for such payments, shares may be
          subject to a
                    minimum holding period.  However, no such payments will
          be made
                    to any dealer or broker if at the end of each year the
          amount of
                    shares held does not exceed a minimum amount.  The
          minimum
                    holding period and minimum level of holdings will be
          determined
                    from time to time by MIFDI.

                         A report of the amount expended pursuant to each
          Plan, and
                    the purposes for which such expenditures were incurred,
          must be
                    made to the Board for its review at least quarterly.














                         During the period from October 1, 1993 to June 30,
          1994,
                    during the six-month period ended December 31, 1994 and
          during
                    the fiscal year ended December 31, 1995, Ivy Canada
          Fund paid
                    MIFDI $92,079, $61,133 and $73,233, respectively,
          pursuant to its
                    Class A plan.  During the period from April 1, 1994
          (the date on
                    which Class B shares of Ivy Canada Fund were first
          offered to the
                    public) to June 30, 1994, during the six-month period
          ended
                    December 31, 1994 and during the fiscal year ended
          December 31,
                    1995, Ivy Canada Fund paid MIFDI $312, $2,953 and
          $8,964,
                    respectively, pursuant to its the Class B plan.    

                         For the period from October 23, 1993 (commencement
          of
                    operations) to December 31, 1993 and during the fiscal
          years
                    ended December 31, 1994 and December 31, 1995, Ivy
          China Region
                    Fund paid MIFDI $1,844, $31,640 and $32,647,
          respectively,
                    pursuant to its Class A Plan.  For the period from
          October 23,
                    1993 (commencement of operations) to December 31, 1993
          and during
                    the fiscal years ended December 31, 1994 and December
          31, 1995,
                    Ivy China Region Fund paid MIFDI $2,962, $67,315 and
          $70,020,
                    respectively, pursuant to its Class B Plan.    

                         During the period from October 1, 1993 to June 30,
          1994,
                    during the six-month period ended December 31, 1994 and
          during
                    the fiscal year ended December 31, 1995, Ivy Global
          Fund paid
                    MIFDI $30,665, $24,936 and $50,833, respectively,
          pursuant to its
                    Class A plan.  During the period from April 1, 1994
          (the date on
                    which Class B shares of Ivy Global Fund were first
          offered to the
                    public) to June 30, 1994, during the six-month period
          ended























                    December 31, 1994 and during the fiscal year ended
          December 31,
                    1995, the Fund paid MIFDI $434, $8,224 and $36,632,
          respectively,
                    pursuant to its Class B plan.    

                         For the period from January 1, 1993 to September
          30, 1993,
                    Ivy International Fund paid MIMI $22,673 pursuant to
          its Class A
                    Plan.  For the period from October 1, 1993 to December
          31, 1993,
                    the Fund paid MIFDI $9,196 pursuant to its Class A
          Plan.  For the
                    fiscal years ended December 31, 1994 and December 31,
          1995, Ivy
                    International Fund paid MIFDI $168,356 and $281,215,
                    respectively, pursuant to its Class A Plan.  For the
          period from
                    October 23, 1993 (the date on which Class B shares of
          Ivy
                    International Fund were first offered for sale to the
          public) to
                    December 31, 1993, the Fund paid MIFDI $2,339 pursuant
          to its
                    Class B Plan.  For the fiscal years ended December 31,
          1994 and
                    December 31, 1995, the Fund paid MIFDI $175,505 and
          $474,670,
                    respectively, pursuant to its Class B Plan.    

                         Since the inception date for Class C shares of
          each Fund is
                    April 30, 1996, no payments were made pursuant to the
          Funds'
                    Class C Plan during the relevant time periods.    

                         During the period from November 1, 1994
          (commencement of
                    operations) to December 31, 1994 and during the fiscal
          year ended
                    December 31, 1995, Ivy Latin America Strategy Fund paid
          MIFDI
                    $208 and $2,637, respectively, pursuant to its Class A
          plan. 












                    During the period from November 1, 1994 (commencement
          of
                    operations) to December 31, 1994 and during the fiscal
          year ended
                    December 31, 1995, the Fund paid MIFDI $157 and $3,855,
                    respectively, pursuant to its Class B plan.    

                         During the period from November 1, 1994
          (commencement of
                    operations) to December 31, 1994 and during the fiscal
          year ended
                    December 31, 1995, Ivy New Century Fund paid MIFDI $196
          and
                    $3,888, respectively, pursuant to its Class A plan. 
          During the
                    period from November 1, 1994 (commencement of
          operations) to
                    December 31, 1994 and during the fiscal year ended
          December 31,
                    1995, the Fund paid MIFDI $124 and $4,160,
          respectively, pursuant
                    to its Class B plan.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Canada Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Canada Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;























                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    China Region Fund:  advertising, $_____; printing and
          mailing of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    China Region Fund:  advertising, $_____; printing and
          mailing of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Global Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales













                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Global Fund:  advertising, $_____; printing and mailing
          of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    International Fund:  advertising, $_____; printing and
          mailing of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,












                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI













                    expended the following amounts in marketing Class B
          shares of Ivy
                    International Fund:  advertising, $_____; printing and
          mailing of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    Latin America Strategy Fund:  advertising, $_____;
          printing and
                    mailing of prospectuses to persons other than current
                    shareholders, $_____; compensation to dealers, $_____;
                    compensation to sales personnel,$_____; seminars and
          meetings,
                    $_____; travel and entertainment, $_____; general and
                    administrative, $_____; telephone, $_____; and
          occupancy and
                    equipment rental, $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    Latin America Strategy Fund:  advertising, $_____;
          printing and
                    mailing of prospectuses to persons other than current
                    shareholders, $_____; compensation to dealers, $_____;
                    compensation to sales personnel,$_____; seminars and
          meetings,
                    $_____; travel and entertainment, $_____; general and
                    administrative, $_____; telephone, $_____; and
          occupancy and
                    equipment rental, $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class A
          shares of Ivy
                    New Century Fund:  advertising, $_____; printing and
          mailing of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales













                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         During the fiscal year ended December 31, 1995,
          MIFDI
                    expended the following amounts in marketing Class B
          shares of Ivy
                    New Century Fund:  advertising, $_____; printing and
          mailing of
                    prospectuses to persons other than current
          shareholders, $_____;
                    compensation to dealers, $_____; compensation to sales
                    personnel,$_____; seminars and meetings, $_____; travel
          and
                    entertainment, $_____; general and administrative,
          $_____;
                    telephone, $_____; and occupancy and equipment rental,
                    $_____.    

                         Since the inception date for Class C shares of
          each Fund is
                    April 30, 1996, no payments were made in marketing
          Class C shares












                    of any Fund during the relevant time period.    

                         Each Plan may be amended at any time with respect
          to the
                    class of shares of the Fund to which the Plan relates
          by vote of
                    the Trustees, including a majority of the Independent
          Trustees,
                    cast in person at a meeting called for the purpose of
          considering
                    such amendment.  Each Plan may be terminated with
          respect to the
                    class of shares of the particular Fund to which the
          Plan relates













                    at any time, without payment of any penalty, by vote of
          a
                    majority of the Independent Trustees, or by vote of a
          majority of
                    the outstanding voting securities of that class.

                         If the Distribution Agreement or the Distribution
          Plans are
                    terminated (or not renewed) with respect to one or more
          funds (or
                    Class of shares thereof) of the Trust, they may
          continue in
                    effect with respect to any fund (or Class of shares
          thereof) as
                    to which they have not been terminated (or have been
          renewed).

                    CUSTODIAN

                         Brown Brothers Harriman & Co. ("Brown Brothers"),
          a private
                    bank and member of the principal securities exchanges,
          located at
                    40 Water Street, Boston, Massachusetts 02109 (the
          "Custodian"),
                    has been retained to act as the Trust's Custodian for
          assets of
                    each Fund held in the United States.  Under the
          Custodian
                    Agreement, Brown Brothers also provides certain
          financial
                    services for Ivy International Fund, including
          bookkeeping,
                    computation of daily net asset value, maintenance of
          income,
                    expense and brokerage records, and provision of all
          information
                    required by the Trust in order to satisfy its reporting
          and
                    filing requirements.  Rules adopted under the 1940 Act
          permit the
                    Trust to maintain its foreign securities (Canadian
          securities,
                    with respect to Ivy Canada Fund) and cash in the
          custody of
                    certain eligible foreign banks and securities
          depositories (and
                    certain eligible Canadian banks and securities
          depositories, with
                    respect to Ivy Canada Fund).  Pursuant to those rules,
          Brown
                    Brothers has entered into subcustodial agreements for
          the holding













                    of each Fund's foreign securities (and for the holding
          of Ivy
                    Canada Fund's non-Canadian foreign securities). 
          Similarly,
                    pursuant to those rules, Ivy Canada Fund's portfolio
          securities
                    and cash, when invested in Canadian securities, will be
          held by
                    its Sub-custodian, The Bank of Nova Scotia.  With
          respect to each
                    Fund, except for Ivy Canada Fund, Brown Brothers may
          receive, as
                    partial payment for its services, a portion of the
          Trust's
                    brokerage business, subject to its ability to provide
          best price
                    and execution.     

                    FUND ACCOUNTING SERVICES

                         Pursuant to a Fund Accounting Services Agreement,
          MIMI
                    provides certain accounting and pricing services for
          the Funds. 
                    As compensation for those services, each Fund pays MIMI
          a monthly
                    fee plus out-of-pocket expenses as incurred.  The
          monthly fee is
                    based upon the net assets of a Fund at the preceding
          month end at












                    the following rates: $1,250 when net assets are $10
          million and
                    under; $2,500 when net assets are over $10 million to
          $40
                    million; $5,000 when net assets are over $40 million to
          $75
                    million; and $6,500 when net assets are over $75
          million.  

                         For the fiscal years ended June 30, 1993 and 1994,
          for the













                    six-month period ended December 31, 1994 and for the
          fiscal year
                    ended December 31, 1995, Ivy Canada Fund paid MIMI
          $32,742,
                    $32,492, $16,442 and $32,399, respectively, under the
          agreement.. 
                    During the period from October 23, 1993 (commencement
          of
                    operations) to December 31, 1993 and during the fiscal
          years
                    ended December 31, 1994 and 1995, Ivy China Region Fund
          paid MIMI
                    $2,513, $32,137 and $32,653, respectively, under the
          agreement. 
                    For the fiscal years ended June 30, 1993 and 1994, for
          the six-
                    month period ended December 31, 1994 and for the fiscal
          year
                    ended December 31, 1995, Ivy Global Fund paid MIMI
          $25,612 and
                    $31,448,  $15,957 and $32,982, respectively, under the
          agreement. 
                    The payments to MIMI from Ivy International Fund
          amounted to
                    $48,788 for the nine months ended December 31, 1994. 
          Prior to
                    April 1, 1994, the Fund utilized an unrelated entity
          for fund
                    accounting and pricing services.  Such fees and
          expenses for the
                    fiscal year ended December 31, 1994 totalled $88,790. 
          For the
                    fiscal year ended December 31, 1995, Ivy International
          Fund paid
                    MIMI $91,612 under the agreement.  During the period
          from
                    November 1, 1994 (commencement of operations) to
          December 31,
                    1994 and during the fiscal year ended December 31,
          1995, Ivy
                    Latin America Strategy Fund paid MIMI $2,505 and
          $15,094,
                    respectively, under the agreement.  During the period
          from
                    November 1, 1994 (commencement of operations) to
          December 31,
                    1994 and during the fiscal year ended December 31,
          1995, Ivy New
                    Century Fund paid MIMI $2,505 and $15,112,
          respectively, under
                    the agreement.    

                    TRANSFER AGENT AND DIVIDEND PAYING AGENT













                         Pursuant to a Transfer Agency and Shareholder
          Service
                    Agreement, MIISC, a wholly owned subsidiary of MIMI, is
          the
                    transfer agent for each Fund.  Each Fund (except for
          Ivy
                    International Fund with respect to its Class I shares
          only) pays
                    a monthly fee at an annual rate of $20.00 per open
          account.  Ivy
                    International Fund pays $10.25 per open account for
          Class I.  In
                    addition, each Fund pays a monthly fee at an annual
          rate of $4.36
                    per account that is closed plus certain out-of-pocket
          expenses. 
                    Such fees and expenses for the fiscal year ended
          December 31,
                    1995 for Ivy Canada Fund, Ivy China Region Fund, Ivy
          Global Fund,
                    Ivy International Fund, Ivy Latin America Strategy Fund
          and Ivy
                    New Century Fund totalled $181,036, $113,884, $88,419,
          $590,068,
                    $7,376 and $7,918, respectively.    

                    ADMINISTRATOR

                         Pursuant to an Administrative Services Agreement,
          MIMI
                    provides certain administrative services to each Fund. 
          As
                    compensation for these services, each Fund (except for
          Ivy












                    International Fund with respect to its Class I shares
          only) pays
                    MIMI a monthly fee at the annual rate of .10% of that
          Fund's
                    average daily net assets.  Ivy International Fund pays
          MIMI a
                    monthly fee at the annual rate of .01% of its average
          daily net












                    assets for Class I.  Such fees for the fiscal year
          ended December
                    31, 1995 for Ivy Canada Fund, Ivy China Region Fund,
          Ivy Global
                    Fund, Ivy International Fund, Ivy Latin America
          Strategy Fund and
                    Ivy New Century Fund totalled $19,208, $20,061,
          $23,996,
                    $387,795,  $1,434 and $1,971, respectively.    

                    AUDITORS

                         Coopers & Lybrand L.L.P., independent certified
          public
                    accountants, 200 East Las Olas Boulevard, Suite 1700,
          Ft.
                    Lauderdale, Florida 33301, has been selected as
          auditors for the
                    Trust.  The audit services performed by Coopers &
          Lybrand L.L.P.,
                    include audits of the annual financial statements of
          each of the
                    funds of the Trust.  Other services provided
          principally relate
                    to filings with the SEC and the preparation of the
          Trust's tax
                    returns.

                                     CAPITALIZATION AND VOTING RIGHTS

                         Ivy Canada Fund results from a reorganization of
          Mackenzie
                    Canada Fund, a series of the Company, which
          reorganization was
                    approved by shareholders on January 27, 1995.  Ivy
          Global Fund
                    results from a reorganization of Mackenzie Global Fund,
          which
                    reorganization was approved by shareholders on January
          27, 1995. 
                    The capitalization of the Trust consists of an
          unlimited number
                    of shares of beneficial interest (no par value per
          share).  When
                    issued, shares of each class of each Fund are fully
          paid, non-
                    assessable, redeemable and fully transferable.  No
          class of
                    shares of a Fund has preemptive rights or subscription
          rights.

                         The Amended and Restated Declaration of Trust
          permits the













                    Trustees to create separate series or portfolios and to
          divide
                    any series or portfolio into one or more classes.  The
          Trustees
                    have authorized thirteen series, each of which
          represents a fund. 
                    The Trustees have further authorized the issuance of
          Classes A, B
                    and C for Ivy Global Fund, Ivy Growth Fund, Ivy
          Emerging Growth
                    Fund, Ivy Growth with Income Fund, Ivy Money Market
          Fund, Ivy
                    China Region Fund, Ivy Latin America Strategy Fund, Ivy
          New
                    Century Fund, Ivy International Fund, Ivy Canada Fund,
          Ivy Bond
                    Fund and Ivy International Bond Fund, as well as Class
          A, B and I
                    for Ivy Short-Term Bond Fund, Class I for Ivy
          International Fund
                    and Ivy Bond Fund, and Class D for Ivy Growth with
          Income Fund.
                    [FN][The Class D shares of Ivy Growth with Income Fund
          were
                    initially issued as "Ivy Growth with Income Fund --
          Class C" to
                    shareholders of Mackenzie Growth & Income Fund, a
          former series
                    of the Company, in connection with the reorganization
          between
                    that fund and Ivy Growth with Income Fund and not
          offered for
                    sale to the public.  On February 29, 1996, the Trustees
          of the
                    Trust resolved by written consent to establish a new
          class of
                    shares designated as "Class C" for all Ivy Fund
          portfolios (other












                    than Ivy Short-Term Bond Fund) and to redesignate the
          shares of
                    beneficial interest of "Ivy Growth with Income
          Fund--Class C" as












                    shares of beneficial interest of "Ivy Growth with
          Income Fund--
                    Class D," which establishment and redesignation,
          respectively,
                    are to become effective on April 30, 1996. The voting,
          dividend,
                    liquidation and other rights, preferences, powers,
          restrictions,
                    limitations, qualifications, terms and conditions of
          the Class D
                    shares of Ivy Growth with Income Fund, as set forth in
          Ivy Fund's
                    Declaration of Trust, as amended from time to time,
          will not be
                    changed by this redesignation.]    

                         Shareholders have the right to vote for the
          election of
                    Trustees of the Trust and on any and all matters on
          which they
                    may be entitled to vote by law or by the provisions of
          the
                    Trust's By-Laws.  The Trust is not required to hold a
          regular
                    annual meeting of shareholders, and it does not intend
          to do so. 
                    Shares of each class of each Fund entitle their holders
          to one
                    vote per share (with proportionate voting for
          fractional shares). 
                    On matters affecting only one Fund, only the
          shareholders of that
                    Fund are entitled to vote.  All classes of shares of a
          Fund will
                    vote together, except with respect to the distribution
          plan
                    applicable to that Fund's Class A, Class B or Class C
          shares or
                    when a class vote is required by the 1940 Act.  On
          matters
                    relating to all funds of the Trust, but affecting the
          funds
                    differently, separate votes by the shareholders of each
          fund are
                    required.  Approval of an investment advisory agreement
          and a
                    change in fundamental policies would be regarded as
          matters
                    requiring separate voting by the shareholders of each
          fund of the
                    Trust.  If the Trustees determine that a matter does
          not affect
                    the interests of a Fund, then the shareholders of that
          Fund will












                    not be entitled to vote on that matter.  Matters that
          affect the
                    Trust in general, such as ratification of the selection
          of
                    independent public accountants, will be voted upon
          collectively
                    by the shareholders of all funds of the Trust.    

                         As used in this SAI and the Prospectus, the phrase
          "majority
                    vote of the outstanding shares" of a Fund means the
          vote of the
                    lesser of:  (1) 67% of the shares of that Fund (or of
          the Trust)
                    present at a meeting if the holders of more than 50% of
          the
                    outstanding shares are present in person or by proxy;
          or (2) more
                    than 50% of the outstanding shares of that Fund (or of
          the
                    Trust).

                         With respect to the submission to shareholder vote
          of a
                    matter requiring separate voting by a Fund, the matter
          shall have
                    been effectively acted upon with respect to that Fund
          if a
                    majority of the outstanding voting securities of that
          Fund votes
                    for the approval of the matter, notwithstanding that: 
          (1) the
                    matter has not been approved by a majority of the
          outstanding
                    voting securities of any other fund of the Trust; or
          (2) the
                    matter has not been approved by a majority of the
          outstanding
                    voting securities of the Trust.

                         The Amended and Restated Declaration of Trust
          provides that
























                    the holders of not less than two-thirds of the
          outstanding shares
                    of the Trust may remove a person serving as trustee
          either by
                    declaration in writing or at a meeting called for such
          purpose. 
                    The Trustees are required to call a meeting for the
          purpose of
                    considering the removal of a person serving as Trustee
          if
                    requested in writing to do so by the holders of not
          less than 10%
                    of the outstanding shares of the Trust.  Shareholders
          will be
                    assisted in communicating with other shareholders in
          connection
                    with the removal of a Trustee as if Section 26(c) of
          the Act were
                    applicable.

                         The Trust's shares do not have cumulative voting
          rights and
                    accordingly the holders of more than 50% of the
          outstanding
                    shares could elect the entire Board, in which case the
          holders of
                    the remaining shares would not be able to elect any
          Trustees.

                         To the knowledge of the Trust, as of January 31,
          1996, no
                    shareholder owned beneficially or of record 5% or more
          of any
                    Fund's outstanding Class A, Class B, Class C or Class I
          shares,
                    except that of the outstanding Class A shares of Ivy
          Canada Fund,
                    Jupiter & Co., P.O. Box 1537 Top 57, Boston,
          Massachusetts 02205,
                    owned of record 486,290.085 shares (22.99%); and except
          that of
                    the outstanding Class A shares of Ivy International
          Fund, Charles
                    Schwab & Co., Inc., 101 Montgomery Street, San
          Francisco,
                    California 94104 owned of record 6,663,138.196 shares
          (39.29%);
                    and that of the outstanding Class A shares of Ivy Latin
          America
                    Strategy Fund, Merrill Lynch Pierce Fenner & Smith,
          4800 Deer
                    Lake Drive East, 3rd Floor, Jacksonville, Florida
          32246, owned of













                    record 32,821.000 shares (10.83%); and except that of
          the
                    outstanding Class A shares of Ivy New Century Fund, C.
          and M.
                    Brount, 3312 Lake Knoll Drive, Northbrook, Illinois
          60062 owned
                    of record 25,014.119 shares (6.09%) and J. and L.
          Paradinovich,
                    8490 Old Loomis Road, Franklin, Wisconsin 53132, owned
          of record
                    22,183.053 shares (5.40%); and except that of the
          outstanding
                    Class B shares of Ivy Canada Fund, Merrill Lynch Pierce
          Fenner &
                    Smith, 4800 Deer Lake Drive East, 3rd Floor,
          Jacksonville,
                    Florida 32246, owned of record 14,980.000 shares
          (13.96%), and
                    NFSC FEBO (custodian) FBO R. Brown, 2345 Roxburgh
          Drive, Roswell,
                    Georgia 30076, owned of record 7,891.946 shares
          (7.35%); and that
                    of the outstanding Class B shares of Ivy International
          Fund,
                    Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake
          Drive East,
                    3rd Floor, Jacksonville, Florida 32246, owned of record
                    335,652.00 shares (11.94%); and except that of the
          outstanding
                    Class B shares of Ivy Latin America Strategy Fund, IBT
                    (custodian) FBO G. Pattyson, P.O. Box 11, Terrace Bay,
          Ontario,
                    Canada POT 2W0, owned of record 10,000.00 shares
          (9.44%), and
                    Donaldson Lufkin Jenrette Securities Corporation Inc.,
          P.O. Box
                    2052, Jersey City, New Jersey 07303, owned of record
          7,062.147
                    shares (6.66%); and except that of the outstanding
          Class B shares
                    of Ivy New Century Fund, Merrill Lynch Pierce Fenner &
          Smith,
                    4800 Deer Lake Drive East, 3rd Floor, Jacksonville,
          Florida
                    32246, owned of record 29,351.000 shares (20.06%), and
          S. and S.
                    Parks, 407 Peachtree Club Drive, Peachtree City,
          Georgia 30269,
                    owned of record 23,045.588 shares (15.75%); and except
          that of























                    the outstanding Class I shares of Ivy International
          Fund, Vernat
                    Company, P.O. Box 800, Brattleboro, Vermont 05302,
          owned of
                    record 192,575.376 shares (35.60%), BankAmerica State
          Trust
                    Company (custodian) FBO Klukwan Inc., P.O. Box 32077,
          Juneau,
                    Alaska 99803 owned of record 181,080.463 shares
          (33.48%), and
                    National City Bank Indiana (trustee) FBO Mechanics
          Laundry &
                    Supply, Inc. Employees Pension Plan, P.O. Box 94777,
          Cleveland,
                    Ohio 44101, owned of record 28,987.004 shares
          (5.36%).    

                         Under Massachusetts law, the Trust's shareholders
          could,
                    under certain circumstances, be held personally liable
          for the
                    obligations of the Trust.  However, the Amended and
          Restated
                    Declaration of Trust disclaims liability of the
          shareholders,
                    Trustees or officers of the Trust for acts or
          obligations of the
                    Trust, which are binding only on the assets and
          property of the
                    Trust, and requires that notice of the disclaimer be
          given in
                    each contract or obligation entered into or executed by
          the Trust
                    or its Trustees.  The Amended and Restated Declaration
          of Trust
                    provides for indemnification out of Fund property for
          all loss
                    and expense of any shareholder of a Fund held
          personally liable
                    for the obligations of that Fund.  The risk of a
          shareholder of
                    the Trust incurring financial loss on account of
          shareholder
                    liability is limited to circumstances in which the
          Trust itself
                    would be unable to meet its obligations and, thus,
          should be












                    considered remote.  No series of the Trust is liable
          for the
                    obligations of any other series of the Trust.    

                                             NET ASSET VALUE

                         The share price, or value, for the separate
          Classes of
                    shares of a Fund is called the net asset value per
          share.  The
                    net asset value per share of a Fund is computed by
          dividing the
                    value of the assets of that Fund, less its liabilities,
          by the
                    number of shares of the particular Fund outstanding. 
          For
                    purposes of determining the aggregate net assets of a
          Fund, cash
                    and receivables will be valued at their realizable
          amounts.  A
                    security listed or traded on a recognized stock
          exchange or
                    NASDAQ is valued at its last sale price on the
          principal exchange
                    on which the security is traded.  The value of a
          foreign security
                    is determined in its national currency as of the normal
          close of
                    trading on the foreign exchange on which it is traded
          or as of
                    the close of regular trading on the Exchange, if that
          is earlier,
                    and that value is then converted into its U.S. dollar
          equivalent
                    at the foreign exchange rate in effect at noon, Eastern
          time, on
                    the day the value of the foreign security is
          determined.  If no
                    sale is reported at that time, the average between the
          current
                    bid and asked price is used.  All other securities for
          which OTC
                    market quotations are readily available are valued at
          the average
                    between the current bid and asked price.  Interest will
          be
                    recorded as accrued.  Securities and other assets for
          which
                    market prices are not readily available are valued at
          fair value
                    as determined by IMI and approved in good faith by the
          Board. 
                    Money market instruments of a Fund are valued at market
          value,












                    except that instruments maturing within 60 days of the
          valuation












                    date are valued at amortized cost.

                         A Fund's liabilities are allocated between its
          Classes.  The
                    total of such liabilities allocated to a Class plus
          that Class's
                    distribution fee and any other expenses specially
          allocated to
                    that Class are then deducted from the Class's
          proportionate
                    interest in that Fund's assets, and the resulting
          amount for each
                    Class is divided by the number of shares of that Class
                    outstanding to produce the net asset value per share.

                         Portfolio securities are valued and net asset
          value per
                    share is determined as of the close of regular trading
          on the
                    Exchange (normally 4:00 p.m., eastern time), every
          Monday through
                    Friday (exclusive of national business holidays).  The
          Trust's
                    offices will be closed, and net asset value will not be
                    calculated, on the following national business
          holidays:  New
                    Year's Day, Presidents Day, Good Friday, Memorial Day,
                    Independence Day, Labor Day, Veterans Day, Thanksgiving
          Day and
                    Christmas Day.  On those days when either or both of
          the Funds'
                    Custodian or the Exchange close early as a result of
          such day
                    being a partial holiday or otherwise, the right is
          reserved to
                    advance the time on that day by which purchase and
          redemption
                    requests must be received.














                         When a Fund writes an option, an amount equal to
          the premium
                    received by that Fund is included in that Fund's
          Statement of
                    Assets and Liabilities as an asset and as an equivalent
                    liability.  The amount of the liability will be
          subsequently
                    marked-to-market daily to reflect the current market
          value of the
                    option written.  The current market value of a written
          option is
                    the last sale on the principal exchange on which such
          option is
                    traded or, in the absence of a sale, the last offering
          price.

                         The premium paid by a Fund for the purchase of a
          call or a
                    put option will be deducted from its assets and an
          equal amount
                    will be included in the asset section of that Fund's
          Statement of
                    Assets and Liabilities as an investment and
          subsequently adjusted
                    to the current market value of the option.  For
          example, if the
                    current market value of the option exceeds the premium
          paid, the
                    excess would be unrealized appreciation and,
          conversely, if the
                    premium exceeds the current market value, such excess
          would be
                    unrealized depreciation.  The current market value of a
          purchased
                    option will be the last sale price on the principal
          exchange on
                    which the option is traded or, in the absence of a
          sale, the last
                    bid price.  If a Fund exercises a call option which it
          has
                    purchased, the cost of the security which that Fund
          purchased
                    upon exercise will be increased by the premium
          originally paid.

                         The sale of shares of a Fund will be suspended
          during any
                    period when the determination of its net asset value is
          suspended
                    pursuant to rules or orders of the SEC and may be
          suspended by
                    the Board whenever in its judgment it is in the best
          interest of
                    the particular Fund to do so.
























                                            PORTFOLIO TURNOVER

                         Each Fund purchases securities that are believed
          by IMI to
                    have above average potential for capital appreciation. 
          Common
                    stocks are disposed of in situations where it is
          believed that
                    potential for such appreciation has lessened or that
          other common
                    stocks have a greater potential.  Therefore, a Fund may
          purchase
                    and sell securities without regard to the length of
          time the
                    security is to be, or has been, held.  A change in
          securities
                    held by a Fund is known as "portfolio turnover" and may
          involve
                    the payment by that Fund of dealer markup or
          underwriting
                    commission and other transaction costs on the sale of
          securities,
                    as well as on the reinvestment of the proceeds in other
                    securities.  A Fund's portfolio turnover rate is
          calculated by
                    dividing the lesser of purchases or sales of portfolio
          securities
                    for the most recently completed fiscal year by the
          monthly
                    average of the value of the portfolio securities owned
          by the
                    Fund during that year.  For purposes of determining a
          Fund's
                    portfolio turnover rate, all securities whose
          maturities at the
                    time of acquisition were one year or less are excluded. 
          The
                    annual portfolio turnover rates for the Funds are
          provided in the
                    Prospectus under "The Funds' Financial Highlights."

                                               REDEMPTIONS












                         Shares of each Fund are redeemed at their net
          asset value
                    next determined after a proper redemption request has
          been
                    received by MIISC, less any applicable CDSC.

                         Unless a shareholder requests that the proceeds of
          any
                    redemption be wired to his or her bank account, payment
          for
                    shares tendered for redemption is made by check within
          seven days
                    after tender in proper form, except that the Trust
          reserves the
                    right to suspend the right of redemption or to postpone
          the date
                    of payment upon redemption beyond seven days, (i) for
          any period
                    during which the Exchange is closed (other than
          customary weekend
                    and holiday closings) or during which trading on the
          Exchange is
                    restricted, (ii) for any period during which an
          emergency exists
                    as determined by the SEC as a result of which disposal
          of
                    securities owned by a Fund is not reasonably
          practicable or it is
                    not reasonably practicable for the Fund to fairly
          determine the
                    value of its net assets, or (iii) for such other
          periods as the
                    SEC may by order permit for the protection of
          shareholders of a
                    Fund.

                         Under unusual circumstances, when the Board deems
          it in the
                    best interest of a Fund's shareholders, the Fund may
          make payment
                    for shares repurchased or redeemed in whole or in part
          in
                    securities of that Fund taken at current values.  If
          any such
                    redemption in kind is to be made, each Fund intends to
          make an
                    election pursuant to Rule 18f-1 under the 1940 Act. 
          This will
                    require the particular Fund to redeem with cash at a
                    shareholder's election in any case where the redemption
          involves
                    less than $250,000 (or 1% of that Fund's net asset
          value at the























                    beginning of each 90-day period during which such
          redemptions are
                    in effect, if that amount is less than $250,000). 
          Should payment
                    be made in securities, the redeeming shareholder may
          incur
                    brokerage costs in converting such securities to cash.

                         Subject to state law restrictions, the Trust may
          redeem
                    those accounts of shareholders who have maintained an
          investment,
                    including sales charges paid, of less than $1,000 in a
          Fund for a
                    period of more than 12 months.  All accounts below that
          minimum
                    will be redeemed simultaneously when MIMI deems it
          advisable. 
                    The $1,000 balance will be determined by actual dollar
          amounts
                    invested by the shareholder, unaffected by market
          fluctuations. 
                    The Trust will notify any such shareholder by certified
          mail of
                    its intention to redeem such account, and the
          shareholder shall
                    have 60 days from the date of such letter to invest
          such
                    additional sums as shall raise the value of such
          account above
                    that minimum.  Should the shareholder fail to forward
          such sum
                    within 60 days of the date of the Trust's letter of
          notification,
                    the Trust will redeem the shares held in such account
          and
                    transmit the redemption in value thereof to the
          shareholder. 
                    However, those shareholders who are investing pursuant
          to the
                    Automatic Investment Method will not be redeemed
          automatically
                    unless they have ceased making payments pursuant to the
          plan for












                    a period of at least six consecutive months, and these
                    shareholders will be given six-months' notice by the
          Trust before
                    such redemption.  Shareholders in a qualified
          retirement, pension
                    or profit sharing plan who wish to avoid tax
          consequences must
                    "rollover" any sum so redeemed into another qualified
          plan within
                    60 days.  The Trustees of the Trust may change the
          minimum
                    account size.

                         If a shareholder has given authorization for
          telephonic
                    redemption privilege, shares can be redeemed and
          proceeds sent by
                    Federal wire to a single previously designated bank
          account. 
                    Delivery of the proceeds of a wire redemption request
          of $250,000
                    or more may be delayed by a Fund for up to seven days
          if deemed
                    appropriate under then-current market conditions.  The
          Trust
                    reserves the right to change this minimum or to
          terminate the
                    telephonic redemption privilege without prior notice. 
          The Trust
                    cannot be responsible for the efficiency of the Federal
          wire
                    system of the shareholder's dealer of record or bank. 
          The
                    shareholder is responsible for any charges by the
          shareholder's
                    bank.

                         Each Fund employs reasonable procedures that
          require
                    personal identification prior to acting on redemption
          or exchange
                    instructions communicated by telephone to confirm that
          such
                    instructions are genuine.  In the absence of such
          instructions, a
                    Fund may be liable for any losses due to unauthorized
          or
                    fraudulent telephone instructions.

                                       CONVERSION OF CLASS B SHARES

                         As described in the Prospectus, Class B shares of
          each Fund























                    will automatically convert to Class A shares of the
          respective
                    Fund, based on the relative net asset values per share
          of the two
                    classes, no later than the month following the eighth
          anniversary
                    of the initial issuance of such Class B shares of the
          particular
                    Fund occurs.  For the purpose of calculating the
          holding period
                    required for conversion of Class B shares, the date of
          initial
                    issuance shall mean:  (1) the date on which such Class
          B shares
                    were issued, or (2) for Class B shares obtained through
          an
                    exchange, or a series of exchanges, (subject to the
          exchange
                    privileges for Class B shares) the date on which the
          original
                    Class B shares were issued.  For purposes of conversion
          of
                    Class B shares, Class B shares purchased through the
          reinvestment
                    of dividends and capital gain distributions paid in
          respect of
                    Class B shares will be held in a separate sub-account. 
          Each time
                    any Class B shares in the shareholder's regular account
          (other
                    than those shares in the sub-account) convert to Class
          A shares,
                    a pro rata portion of the Class B shares in the
          sub-account will
                    also convert to Class A shares.  The portion will be
          determined
                    by the ratio that the shareholder's Class B shares
          converting to
                    Class A shares bears to the shareholder's total Class B
          shares
                    not acquired through the reinvestment of dividends and
          capital
                    gain distributions.













                                                 TAXATION

                         The following is a general discussion of certain
          tax rules
                    thought to be applicable with respect to the Funds.  It
          is merely
                    a summary and is not an exhaustive discussion of all
          possible
                    situations or of all potentially applicable taxes. 
          Accordingly,
                    shareholders and prospective shareholders should
          consult a
                    competent tax advisor about the tax consequences to
          them of
                    investing in the Funds.

                         Each Fund intends to be taxed as a regulated
          investment
                    company under Subchapter M of the Code.  Accordingly,
          each Fund
                    must, among other things, (a) derive in each taxable
          year at
                    least 90% of its gross income from dividends, interest,
          payments
                    with respect to certain securities loans, and gains
          from the sale
                    or other disposition of stock, securities or foreign
          currencies,
                    or other income derived with respect to its business of
          investing
                    in such stock, securities or currencies; (b) derive in
          each
                    taxable year less than 30% of its gross income from the
          sale or
                    other disposition of certain assets held less than
          three months,
                    namely:  (i) stock or securities; (ii) options,
          futures, or
                    forward contracts (other than those on foreign
          currencies); or
                    (iii) foreign currencies (or options, futures, or
          forward
                    contracts on foreign currencies) that are not directly
          related to
                    the particular Fund's principal business of investing
          in stock or
                    securities (or options and futures with respect to
          stock or
                    securities) (the "30% Limitation"); and (c) diversify
          its
                    holdings so that, at the end of each fiscal quarter,
          (i) at least
                    50% of the market value of the particular Fund's assets
          is












                    represented by cash, U.S. Government securities, the
          securities
                    of other regulated investment companies and other
          securities,












                    with such other securities limited, in respect of any
          one issuer,
                    to an amount not greater than 5% of the value of the
          particular
                    Fund's total assets and 10% of the outstanding voting
          securities
                    of such issuer, and (ii) not more than 25% of the value
          of its
                    total assets is invested in the securities of any one
          issuer
                    (other than U.S. Government securities and the
          securities of
                    other regulated investment companies).

                         As a regulated investment company, each Fund
          generally will
                    not be subject to U.S. Federal income tax on its income
          and gains
                    that it distributes to shareholders, if at least 90% of
          its
                    investment company taxable income (which includes,
          among other
                    items, dividends, interest and the excess of any
          short-term
                    capital gains over long-term capital losses) for the
          taxable year
                    is distributed.  Each Fund intends to distribute all
          such income.

                         Amounts not distributed on a timely basis in
          accordance with
                    a calendar year distribution requirement are subject to
          a
                    nondeductible 4% excise tax at the Fund level.  To
          avoid the tax,
                    each Fund must distribute during each calendar year,
          (1) at least













                    98% of its ordinary income (not taking into account any
          capital
                    gains or losses) for the calendar year, (2) at least
          98% of its
                    capital gains in excess of its capital losses (adjusted
          for
                    certain ordinary losses) for a one-year period
          generally ending
                    on October 31 of the calendar year, and (3) all
          ordinary income
                    and capital gains for previous years that were not
          distributed
                    during such years.  To avoid application of the excise
          tax, each
                    Fund intends to make distributions in accordance with
          the
                    calendar year distribution requirements.  A
          distribution will be
                    treated as paid on December 31 of the current calendar
          year if it
                    is declared by the particular Fund in October, November
          or
                    December of the year with a record date in such a month
          and paid
                    by that Fund during January of the following year. 
          Such
                    distributions will be taxable to shareholders in the
          calendar
                    year the distributions are declared, rather than the
          calendar
                    year in which the distributions are received.

                    OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS

                         Some of the options, futures and foreign currency
          forward
                    contracts in which a Fund may invest may be "section
          1256
                    contracts."  Gains (or losses) on these contracts
          generally are
                    considered to be 60% long-term and 40% short-term
          capital gains
                    or losses; however foreign currency gains or losses
          arising from
                    certain section 1256 contracts are ordinary in
          character.  Also,
                    section 1256 contracts held by a Fund at the end of
          each taxable
                    year (and on certain other dates prescribed in the
          Code) are
                    "marked-to-market" with the result that unrealized
          gains or
                    losses are treated as though they were realized.













                         The transactions in options, futures and forward
          contracts
                    undertaken by a Fund may result in "straddles" for
          Federal income
                    tax purposes.  The straddle rules may affect the
          character of
                    gains or losses realized by a Fund.  In addition,
          losses realized












                    by a Fund on positions that are part of a straddle may
          be
                    deferred under the straddle rules, rather than being
          taken into
                    account in calculating the taxable income for the
          taxable year in
                    which such losses are realized.  Because only a few
          regulations
                    implementing the straddle rules have been promulgated,
          the
                    consequences of such transactions to a Fund are not
          entirely
                    clear.  The straddle rules may increase the amount of
          short-term
                    capital gain realized by a Fund, which is taxed as
          ordinary
                    income when distributed to shareholders.

                         A Fund may make one or more of the elections
          available under
                    the Code which are applicable to straddles.  If a Fund
          makes any
                    of the elections, the amount, character and timing of
          the
                    recognition of gains or losses from the affected
          straddle
                    positions will be determined under rules that vary
          according to
                    the election(s) made.  The rules applicable under
          certain of the
                    elections may operate to accelerate the recognition of
          gains or
                    losses from the affected straddle positions.













                         Because application of the straddle rules may
          affect the
                    character of gains or losses, defer losses and/or
          accelerate the
                    recognition of gains or losses from the affected
          straddle
                    positions, the amount which must be distributed to
          shareholders
                    as ordinary income or long-term capital gain, may be
          increased or
                    decreased substantially as compared to a fund that did
          not engage
                    in such transactions. 

                         The 30% Limitation and the diversification
          requirements
                    applicable to a Fund's assets may limit the extent to
          which a
                    Fund will be able to engage in transactions in options,
          futures
                    and forward contracts.

                    CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES 


                         Gains or losses attributable to fluctuations in
          exchange
                    rates which occur between the time a Fund accrues
          receivables or
                    liabilities denominated in a foreign currency and the
          time the
                    Fund actually collects such receivables or pays such
          liabilities
                    generally are treated as ordinary income or ordinary
          loss. 
                    Similarly, on disposition of some investments,
          including debt
                    securities denominated in a foreign currency and
          certain options,
                    futures and forward contracts, gains or losses
          attributable to
                    fluctuations in the value of the foreign currency
          between the
                    date of acquisition of the security or contract and the
          date of
                    disposition also are treated as ordinary gain or loss. 
          These
                    gains and losses, referred to under the Code as
          "section 988"
                    gains or losses, increase or decrease the amount of a
          Fund's
                    investment company taxable income available to be
          distributed to













                    its shareholders as ordinary income.  If section 988
          losses
                    exceed other investment company taxable income during a
          taxable
                    year, a Fund would not be able to make any ordinary
          dividend
                    distributions, or distributions made before the losses
          were
                    realized would be recharacterized as a return of
          capital to
                    shareholders, rather than as an ordinary dividend,
          reducing each












                    shareholder's basis in his or her Fund shares.

                    INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES

                         A Fund may invest in shares of foreign
          corporations which
                    may be classified under the Code as passive foreign
          investment
                    companies ("PFICs").  In general, a foreign corporation
          is
                    classified as a PFIC if at least one-half of its assets
                    constitute investment-type assets, or 75% or more of
          its gross
                    income is investment-type income.  If a Fund receives a
          so-called
                    "excess distribution" with respect to PFIC stock, a
          Fund itself
                    may be subject to a tax on a portion of the excess
          distribution,
                    whether or not the corresponding income is distributed
          by a Fund
                    to shareholders.  In general, under the PFIC rules, an
          excess
                    distribution is treated as having been realized ratably
          over the
                    period during which a Fund held the PFIC shares.  A
          Fund itself
                    will be subject to tax on the portion, if any, of an
          excess













                    distribution that is so allocated to prior Fund taxable
          years and
                    an interest factor will be added to the tax, as if the
          tax had
                    been payable in such prior taxable years.  Certain
          distributions
                    from a PFIC as well as gain from the sale of PFIC
          shares are
                    treated as excess distributions.  Excess distributions
          are
                    characterized as ordinary income even though, absent
          application
                    of the PFIC rules, certain excess distributions might
          have been
                    classified as capital gain.

                         A Fund may be eligible to elect alternative tax
          treatment
                    with respect to PFIC shares.  Under an election that
          currently is
                    available in some circumstances, a Fund generally would
          be
                    required to include in its gross income its share of
          the earnings
                    of a PFIC on a current basis, regardless of whether
          distributions
                    are received from the PFIC in a given year.  If this
          election
                    were made, the special rules, discussed above, relating
          to the
                    taxation of excess distributions, would not apply.  In
          addition,
                    other elections may become available that would affect
          the tax
                    treatment of PFIC shares held by a Fund.

                    DEBT SECURITIES ACQUIRED AT A DISCOUNT

                         Some of the debt securities (with a fixed maturity
          date of
                    more than one year from the date of issuance) that may
          be
                    acquired by a Fund may be treated as debt securities
          that are
                    issued originally at a discount.  Generally, the amount
          of the
                    original issue discount ("OID") is treated as interest
          income and
                    is included in income over the term of the debt
          security, even
                    though payment of that amount is not received until a
          later time,
                    usually when the debt security matures.













                         Some of the debt securities (with a fixed maturity
          date of
                    more than one year from the date of issuance) that may
          be
                    acquired by a Fund in the secondary market may be
          treated as
                    having market discount.  Generally, gain recognized on
          the
                    disposition of, and any partial payment of principal
          on, a debt
                    security having market discount is treated as ordinary
          income to












                    the extent the gain, or principal payment, does not
          exceed the
                    "accrued market discount" on such debt security.  In
          addition,
                    the deduction of any interest expenses attributable to
          debt
                    securities having market discount may be deferred. 
          Market
                    discount generally accrues in equal daily installments. 
          A Fund
                    may make one or more of the elections applicable to
          debt
                    securities having market discount, which could affect
          the
                    character and timing of recognition of income.

                         Some debt securities (with a fixed maturity date
          of one year
                    or less from the date of issuance) that may be acquired
          by a Fund
                    may be treated as having acquisition discount, or OID
          in the case
                    of certain types of debt securities.  Generally, a Fund
          will be
                    required to include the acquisition discount, or OID,
          in income
                    over the term of the debt security, even though payment
          of that
                    amount is not received until a later time, usually when
          the debt












                    security matures.  A Fund may make one or more of the
          elections
                    applicable to debt securities having acquisition
          discount, or
                    OID, which could affect the character and timing of
          recognition
                    of income.

                         A Fund generally will be required to distribute
          dividends to
                    shareholders representing discount on debt securities
          that is
                    currently includible in income, even though cash
          representing
                    such income may not have been received by a Fund.  Cash
          to pay
                    such dividends may be obtained from sales proceeds of
          securities
                    held by a Fund.

                    DISTRIBUTIONS

                         Distributions of investment company taxable income
          are
                    taxable to a U.S. shareholder as ordinary income,
          whether paid in
                    cash or shares.  Dividends paid by a Fund to a
          corporate
                    shareholder, to the extent such dividends are
          attributable to
                    dividends received from U.S. corporations by the Fund,
          may
                    qualify for the dividends received deduction. However,
          the
                    revised alternative minimum tax applicable to
          corporations may
                    reduce the value of the dividends received deduction.
                    Distributions of net capital gains (the excess of net
          long-term
                    capital gains over net short-term capital losses), if
          any,
                    designated by a Fund as capital gain dividends, are
          taxable as
                    long-term capital gains, whether paid in cash or in
          shares,
                    regardless of how long the shareholder has held a
          Fund's shares
                    and are not eligible for the dividends received
          deduction. 
                    Shareholders receiving distributions in the form of
          newly issued
                    shares will have a cost basis in each share received
          equal to the













                    net asset value of a share of a Fund on the
          distribution date.  A
                    distribution of an amount in excess of a Fund's current
          and
                    accumulated earnings and profits will be treated by a
          shareholder
                    as a return of capital which is applied against and
          reduces the
                    shareholder's basis in his or her shares.  To the
          extent that the
                    amount of any such distribution exceeds the
          shareholder's basis
                    in his or her shares, the excess will be treated by the
                    shareholder as gain from a sale or exchange of the
          shares. 












                    Shareholders will be notified annually as to the U.S.
          Federal tax
                    status of distributions and shareholders receiving
          distributions
                    in the form of newly issued shares will receive a
          report as to
                    the net asset value of the shares received.

                         If the net asset value of shares is reduced below
          a
                    shareholder's cost as a result of a distribution by a
          Fund, such
                    distribution generally will be taxable even though it
          represents
                    a return of invested capital.  Investors should be
          careful to
                    consider the tax implications of buying shares just
          prior to a
                    distribution.  The price of shares purchased at this
          time may
                    reflect the amount of the forthcoming distribution. 
          Those
                    purchasing just prior to a distribution will receive a
                    distribution which generally will be taxable to them.

                    DISPOSITION OF SHARES













                         Upon a redemption, sale or exchange of his or her
          shares, a
                    shareholder will realize a taxable gain or loss
          depending upon
                    his or her basis in the shares.  Such gain or loss will
          be
                    treated as capital gain or loss if the shares are
          capital assets
                    in the shareholder's hands and generally will be
          long-term or
                    short-term, depending upon the shareholder's holding
          period for
                    the shares.  Any loss realized on a redemption sale or
          exchange
                    will be disallowed to the extent the shares disposed of
          are
                    replaced (including through reinvestment of dividends)
          within a
                    period of 61 days beginning 30 days before and ending
          30 days
                    after the shares are disposed of.  In such a case, the
          basis of
                    the shares acquired will be adjusted to reflect the
          disallowed
                    loss.  Any loss realized by a shareholder on the sale
          of Fund
                    shares held by the shareholder for six-months or less
          will be
                    treated for tax purposes as a long-term capital loss to
          the
                    extent of any distributions of capital gain dividends
          received or
                    treated as having been received by the shareholder with
          respect
                    to such shares.  

                         In some cases, shareholders will not be permitted
          to take
                    all or portion of their sales loads into account for
          purposes of
                    determining the amount of gain or loss realized on the
                    disposition of their shares.  This prohibition
          generally applies
                    where (1) the shareholder incurs a sales load in
          acquiring the
                    shares of a Fund, (2) the shares are disposed of before
          the 91st
                    day after the date on which they were acquired, and (3)
          the
                    shareholder subsequently acquires shares in a Fund or
          another
                    regulated investment company and the otherwise
          applicable sales













                    charge is reduced under a "reinvestment right" received
          upon the
                    initial purchase of Fund shares.  The term
          "reinvestment right"
                    means any right to acquire shares of one or more
          regulated
                    investment companies without the payment of a sales
          load or with
                    the payment of a reduced sales charge.  Sales charges
          affected by
                    this rule are treated as if they were incurred with
          respect to
                    the shares acquired under the reinvestment right.  This
          provision
                    may be applied to successive acquisitions of fund
          shares.













                    FOREIGN WITHHOLDING TAXES

                         Income received by a Fund from sources within a
          foreign
                    country may be subject to withholding and other taxes
          imposed by
                    that country.

                         If more than 50% of the value of a Fund's total
          assets at
                    the close of its taxable year consists of securities of
          foreign
                    corporations, the Fund will be eligible and may elect
          to "pass-
                    through" to that Fund's shareholders the amount of
          foreign income
                    and similar taxes paid by that Fund.  Pursuant to this
          election,
                    a shareholder will be required to include in gross
          income (in
                    addition to taxable dividends actually received) his or
          her pro
                    rata share of the foreign income and similar taxes paid
          by a













                    Fund, and will be entitled either to deduct his or her
          pro rata
                    share of foreign income and similar taxes in computing
          his or her
                    taxable income or to use it as a foreign tax credit
          against his
                    or her U.S. Federal income taxes, subject to
          limitations.  No
                    deduction for foreign taxes may be claimed by a
          shareholder who
                    does not itemize deductions.  Foreign taxes generally
          may not be
                    deducted by a shareholder that is an individual in
          computing the
                    alternative minimum tax.  Each shareholder will be
          notified
                    within 60 days after the close of a Fund's taxable year
          whether
                    the foreign taxes paid by the Fund will "pass-through"
          for that
                    year and, if so, such notification will designate (1)
          the
                    shareholder's portion of the foreign taxes paid to each
          such
                    country and (2) the portion of the dividend which
          represents
                    income derived from sources within each such country.

                         Generally, a credit for foreign taxes is subject
          to the
                    limitation that it may not exceed the shareholder's
          U.S. tax
                    attributable to his or her total foreign source taxable
          income. 
                    For this purpose, if a Fund makes the election
          described in the
                    preceding paragraph, the source of that Fund's income
          flows
                    through to its shareholders.  With respect to a Fund,
          gains from
                    the sale of securities generally will be treated as
          derived from
                    U.S. sources and section 988 gains will be treated as
          ordinary
                    income derived from U.S. sources.  The limitation on
          the foreign
                    tax credit is applied separately to foreign source
          passive
                    income, including foreign source passive income
          received from a
                    Fund.  In addition, the foreign tax credit may offset
          only 90% of
                    the revised alternative minimum tax imposed on
          corporations and












                    individuals.

                         The foregoing is only a general description of the
          foreign
                    tax credit under current law.  Because application of
          the credit
                    depends on the particular circumstances of each
          shareholder,
                    shareholders are advised to consult their own tax
          advisers.

                    BACKUP WITHHOLDING

                         Each Fund will be required to report to the
          Internal Revenue
                    Service ("IRS") all distributions as well as gross
          proceeds from
                    the redemption of the particular Fund's shares, except
          in the












                    case of certain exempt shareholders.  All such
          distributions and
                    proceeds will be subject to withholding of Federal
          income tax at
                    a rate of 31% ("backup withholding") in the case of
          non-exempt
                    shareholders if (1) the shareholder fails to furnish a
          Fund with
                    and to certify the shareholder's correct taxpayer
          identification
                    number or social security number, (2) the IRS notifies
          the
                    shareholder or the particular Fund that the shareholder
          has
                    failed to report properly certain interest and dividend
          income to
                    the IRS and to respond to notices to that effect, or
          (3) when
                    required to do so, the shareholder fails to certify
          that he or
                    she is not subject to backup withholding.  If the
          withholding













                    provisions are applicable, any such distributions or
          proceeds,
                    whether reinvested in additional shares or taken in
          cash, will be
                    reduced by the amounts required to be withheld.  

                         Distributions may also be subject to additional
          state, local
                    and foreign taxes depending on each shareholder's
          particular
                    situation.  Non-U.S. shareholders may be subject to
          U.S. tax
                    rules that differ significantly from those summarized
          above. 
                    This discussion does not purport to deal with all of
          the tax
                    consequences applicable to a Fund or shareholders. 
          Shareholders
                    are advised to consult their own tax advisers with
          respect to the
                    particular tax consequences to them of an investment in
          a Fund.

                                         PERFORMANCE INFORMATION

                         Comparisons of a Fund's performance may be made
          with respect
                    to various unmanaged indices (including the TSE 300,
          S&P 100, S&P
                    500, Dow Jones Industrial Average and Major Market
          Index) which
                    assume reinvestment of dividends, but do not reflect
          deductions
                    for administrative and management costs.  A Fund also
          may be
                    compared to Lipper's Analytical Reports, reports
          produced by a
                    widely used independent research firm that ranks mutual
          funds by
                    overall performance, investment objectives and assets,
          or to
                    Wiesenberger Reports.  Lipper Analytical Services does
          not
                    include sales charges in computing performance. 
          Further
                    information on comparisons is contained in the
          Prospectus. 
                    Performance rankings will be based on historical
          information and
                    are not intended to indicate future performance.    

                         In addition, the Trust may, from time to time,
          include the













                    average annual total return and the cumulative total
          return of
                    shares of a Fund in advertisements, promotional
          literature or
                    reports to shareholders or prospective investors.    

                         AVERAGE ANNUAL TOTAL RETURN.  Quotations of
          standardized
                    average annual total return ("Standardized Return") for
          a
                    specific Class of shares of a Fund will be expressed in
          terms of
                    the average annual compounded rate of return that would
          cause a
                    hypothetical investment in that Class of a Fund made on
          the first
                    day of a designated period to equal the ending
          redeemable value
                    ("ERV") of such hypothetical investment on the last day
          of the
                    designated period, according to the following formula:













                              P(1 + T){superscript n} = ERV

                    Where:    P    =    a hypothetical initial payment of
          $1,000 to
                                        purchase shares of a specific Class

                              T    =    the average annual total return of
          shares of
                                        that Class

                              n    =    the number of years

                              ERV  =    the ending redeemable value of a
          hypothetical
                                        $1,000 payment made at the
          beginning of the
                                        period.

                         For purposes of the above computation for a Fund,
          it is












                    assumed that all dividends and capital gains
          distributions made
                    by a Fund are reinvested at net asset value in
          additional shares
                    of the same Class during the designated period.  In
          calculating
                    the ending redeemable value for Class A shares and
          assuming
                    complete redemption at the end of the applicable
          period, the
                    maximum 5.75% sales charge is deducted from the initial
          $1,000
                    payment and, for Class B shares and Class C shares, the
                    applicable CDSC imposed upon redemption of Class B
          shares or
                    Class C shares held for the period is deducted. 
          Standardized
                    Return quotations for the Funds do not take into
          account any
                    required payments for federal or state income taxes. 
                    Standardized Return quotations for Class B shares for
          periods of
                    over eight years will reflect conversion of the Class B
          shares to
                    Class A shares at the end of the eighth year. 
          Standardized
                    Return quotations are determined to the nearest 1/100
          of 1%.    

                         A Fund may, from time to time, include in
          advertisements,
                    promotional literature or reports to shareholders or
          prospective
                    investors total return data that are not calculated
          according to
                    the formula set forth above ("Non-Standardized
          Return").  Neither
                    initial nor CDSCs are taken into account in calculating
          Non-
                    Standardized Return; a sales charge, if deducted, would
          reduce
                    the return.

                         The following tables summarize the calculation of
                    Standardized and Non-Standardized Return for the Class
          A, Class
                    B, Class C and Class I (for Ivy International Fund)
          shares of the
                    Funds for the periods indicated.  In determining the
          average
                    annual total return for a specific Class of shares of a
          Fund,
                    recurring fees, if any, that are charged to all
          shareholder












                    accounts are taken into consideration.  For any account
          fees that
                    vary with the size of the account of a Fund, the
          account fee used
                    for purposes of the following computations is assumed
          to be the
                    fee that would be charged to the mean account size of
          the
                    particular Fund.  Shares of each of Ivy Canada Fund and
          Ivy
                    Global Fund outstanding as of March 31, 1994 were
          designated
                    Class A shares of each respective Fund.  Shares of Ivy
                    International Fund outstanding as of October 22, 1993
          have been
                    redesignated as "Class A" shares of the Fund.    













                       IVY CANADA FUND:

                                                                            
             STANDARDIZED RETURN[*]
                                      CLASS A[1]  CLASS B[2]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:              .26%        .74%        N/A
                      
                    Five years ended
                      December 31,
                      1995:             3.29%        N/A          N/A

                    Inception[#] to
                      December 31,
                      1995:[5]          1.18%      (6.49)%        N/A


                                      NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]  CLASS B[4]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:             6.37%        5.74%       N/A












                    Five years ended
                      December 31,
                      1995:             4.52%        N/A         N/A

                    Inception[#] to
                      December 31,
                      1995:[5]          1.91%      (4.28)%       N/A
                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy Canada Fund (and the
          Class A
                         shares of the Fund) was November 17, 1987; the
          inception
                         date for Class B shares of the Fund was April 1,
          1994.  The
                         inception date for Class C shares of the Fund is
          April 30,
                         1996.  Until December 31, 1994, Mackenzie
          Investment
                         Management, Inc. served as investment adviser to
          the Fund,
                         which until that date was a series of the Company.

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the

























                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995, the five years ended
          December 31,
                         1995 and the period from inception through
          December 31, 1995
                         would have been (.08)%, 3.22% and .71%,
          respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been .40% and
          (6.67)%,
                         respectively.  (Since the inception date for Class
          B shares
                         of the Fund was April 1, 1994, there were no Class
          B shares
                         outstanding for the duration of the five year
          period ending
                         December 31, 1995.)

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995,
          the five
                         years ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 6.01%,
          4.45% and
                         1.44%, respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 5.39% and (4.47)%, respectively.  (Since the
          inception
                         date for Class B shares of the Fund was April 1,
          1994, there













                         were no Class B shares outstanding for the
          duration of the
                         five year period ending December 31, 1995.)

                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    

                       IVY CHINA REGION FUND:

                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]  CLASS B[2]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:            (4.26)%     (4.17)%       N/A

                    Inception[#] to
                      December 31,
                      1995:[5]         (8.10)%     (7.58)%       N/A














                                      NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]  CLASS B[4]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:            (1.59)%       .83%        N/A

                    Inception[#] to
                      December 31,
                      1995:[5]         (5.56)%     (6.27)%       N/A
                    _________________________














                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy China Region Fund
          (Class A and
                         Class B shares) was October 23, 1993.  The
          inception date
                         for Class C shares of the Fund is April 30, 1996. 

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been (4.70)%
          and
                         (8.57)%, respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been (4.62)%
          and
                         (8.01)%, respectively.

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 1.11% and (6.06)%, respectively.












                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been .36% and (6.72)%, respectively.

                    [5]  The total return for a period less than a full
          year is












                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    


                       IVY GLOBAL FUND:

                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]  CLASS B[2]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:             5.64%       6.25%        N/A
                      
                    Inception[#] to
                      December 31,
                      1995:[5]          8.05%       3.00%         N/A


                                      NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]  CLASS B[4]  CLASS C[6]

                    One year ended
                      December 31,












                      1995:            12.08%      11.25%        N/A

                    Inception[#] to
                      December 31,
                      1995:[5]          9.42%       5.22%        N/A
                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy Global Fund (and Class
          A shares
                         of the Fund) was April 18, 1991; the inception
          date for
                         Class B shares of the Fund was April 1, 1994; and
          the
                         inception date for the Class C shares of the Fund
          is April
                         30, 1996. Until December 31, 1994, Mackenzie
          Investment
                         Management Inc. served as investment adviser to
          the Fund,
                         which until that date was a series of the Company. 


                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995 and the period from
          inception























                         through December 31, 1995 would have been 5.37%
          and 7.02%,
                         respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 5.98%
          and 2.84%,
                         respectively.

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 11.80% and 3.38%, respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 10.97% and 5.05%, respectively.

                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    


                       IVY INTERNATIONAL FUND














                                                      STANDARDIZED
          RETURN[*]
                                      CLASS A[1] CLASS B[2] CLASS C[7]
          CLASS I[5]

                    One year ended
                      December 31,
                      1995:             6.17%      6.62%       N/A      
          12.85%
                      
                    Five years ended
                      December 31,
                      1995:            13.88%       N/A        N/A      
          N/A

                    Inception[#] to
                      December 31,
                      1995:[6]         14.42%      8.57%       N/A     
          10.41%


                                                NON-STANDARDIZED RETURN[**]
                                      CLASS A[3] CLASS B[4] CLASS C[7]
          CLASS I[5]

                    One year ended












                      December 31,
                      1995:            12.65%     11.62%       N/A     
          12.85%

                    Five years ended
                      December 31,
                      1995:            15.24%       N/A        N/A       
          N/A

                    Inception[#] to
                      December 31,
                      1995:[6]         15.13%     10.21%       N/A     
          10.41%

                    _________________________













                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.  Class I
          shares are
                         not subject to an initial or a CDSC; therefore,
          the Non-
                         Standardized Return figures would be identical to
          the
                         Standardized Return figures.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy International Fund (and
          the Class
                         A shares of the Fund) was April 21, 1986; the
          inception date
                         for the Class B and Class I shares of the Fund was
                         October 23, 1993; and the inception date for the
          Class C
                         shares of the Fund is April 30, 1996.

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995, the five years ended
          December 31,
                         1995 and the period from inception through
          December 31, 1995
                         would have been 6.17%, 13.86% and 14.41%,
          respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 6.62%
          and 8.57%,
                         respectively.  (Since the inception date for Class
          B shares












                         of the Fund was October 23, 1993, there were no
          Class B
                         shares outstanding for the duration of the five
          year period
                         ending December 31, 1995.)

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995,
          the five
                         years ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been 12.65%,
          15.21% and












                         15.11%, respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 11.62% and 10.21%, respectively.  (Since the
          inception
                         date for Class B shares of the Fund was October
          23, 1993,
                         there were no Class B shares outstanding for the
          duration of
                         the five year period ending December 31, 1995.)

                    [5]  Class I shares are not subject to an initial sales
          charge or
                         a CDSC, therefore the Non-Standardized and
          Standardized
                         Return figures are identical.  (Since the
          inception date for












                         Class I shares of the Fund was October 23, 1993,
          there were
                         no Class I shares outstanding for the duration of
          the five
                         year period ending December 31, 1995.)

                    [6]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [7]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    


                       IVY LATIN AMERICA STRATEGY FUND

                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]  CLASS B[2]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:           (22.04)%    (22.90)%       N/A

                    Inception[#] to
                      December 31,
                      1995:[5]        (30.65)%    (30.06)%       N/A


                                      NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]  CLASS B[4]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:           (17.28)%    (17.90)%       N/A

                    Inception[#] to
                      December 31,
                      1995:[5]        (26.93)%    (27.47)%       N/A
                    _________________________

























                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy Latin America Strategy
          Fund
                         (Class A and Class B shares) was November 1, 1994. 
          The
                         inception date for Class C shares of the Fund is
          April 30,
                         1996. 

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been (28.49)%
          and
                         (36.91)%, respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been (29.29)%
          and
                         (36.10)%, respectively.

                    [3]  The Non-Standardized Return figures for Class A
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A













                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been (24.09)% and (33.57)%, respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been (24.67)% and (33.79)%, respectively.

                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    


















                       IVY NEW CENTURY FUND

                                          STANDARDIZED RETURN[*]
                                      CLASS A[1]  CLASS B[2]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:              .29%        .62%        N/A













                    Inception[#] to
                      December 31,
                      1995:[5]        (11.54)%     (3.01)%       N/A


                                      NON-STANDARDIZED RETURN[**]
                                      CLASS A[3]  CLASS B[4]  CLASS C[6]

                    One year ended
                      December 31,
                      1995:             6.40%       5.62%        N/A

                    Inception[#] to
                      December 31,
                      1995:[5]         (6.88)%     (7.56)%       N/A
                    _________________________

                    [*]  The Standardized Return figures for Class A shares
          reflect
                         the deduction of the maximum initial sales charge
          of 5.75%. 
                         The Standardized Return figures for Class B shares
          reflect
                         the deduction of the applicable CDSC imposed on a
          redemption
                         of Class B shares held for the period.

                    [**] The Non-Standardized Return figures do not reflect
          the
                         deduction of any initial sales charge or CDSC.

                    [#]  The inception date for Ivy New Century Fund (Class
          A and
                         Class B shares) was November 1, 1994.  The
          inception date
                         for Class C shares of the Fund is April 30, 1996. 

                    [1]  The Standardized Return figures for Class A shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the
                         Standardized Return for Class A shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been (3.34)%
          and
                         (15.73)%, respectively.

                    [2]  The Standardized Return figures for Class B shares
          reflect
                         expense reimbursement.  Without expense
          reimbursement, the













                         Standardized Return for Class B shares for the one
          year
                         ended December 31, 1995 and the period from
          inception
                         through December 31, 1995 would have been (3.01)%
          and
                         (15.28)%, respectively.

                    [3]  The Non-Standardized Return figures for Class A
          shares












                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class A
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 2.58% and (11.28)%, respectively.

                    [4]  The Non-Standardized Return figures for Class B
          shares
                         reflect expense reimbursement.  Without expense
                         reimbursement, the Non-Standardized Return for
          Class B
                         shares for the one year ended December 31, 1995
          and the
                         period from inception through December 31, 1995
          would have
                         been 1.82% and (11.93)%, respectively.

                    [5]  The total return for a period less than a full
          year is
                         calculated on an aggregate basis and is not
          annualized.

                    [6]  Since the inception date for Class C shares of the
          Fund is
                         April 30, 1996, there were no Class C shares
          outstanding
                         during any of the relevant time periods.    














                         CUMULATIVE TOTAL RETURN.  Cumulative total return
          is the
                    cumulative rate of return on a hypothetical initial
          investment of
                    $1,000 in a specific Class of shares of a Fund for a
          specified
                    period.  Cumulative total return quotations reflect
          changes in
                    the price of a Fund's shares and assume that all
          dividends and
                    capital gains distributions during the period were
          reinvested in
                    the Fund shares.  Cumulative total return is calculated
          by
                    computing the cumulative rates of return of a
          hypothetical
                    investment in a specific Class of shares of a Fund over
          such
                    periods, according to the following formula (cumulative
          total
                    return is then expressed as a percentage):

                              C = (ERV/P) - 1

                    Where:    C    =    cumulative total return

                              P    =    a hypothetical initial investment
          of $1,000
                                        to purchase shares of a specific
          Class

                              ERV  =    ending redeemable value:  ERV is
          the value,
                                        at the end of the applicable
          period, of a
                                        hypothetical $1,000 investment made
          at the
                                        beginning of the applicable period.

                         IVY CANADA FUND.  The following table summarizes
          the
                    calculation of Cumulative Total Return for the periods
          indicated
                    through December 31, 1995, assuming the maximum 5.75%
          sales
                    charge has been assessed.
                                                                 SINCE
                                        ONE YEAR  FIVE YEARS    
          INCEPTION[*]

                    Class A              .26%      17.56%         10.03%
                    Class B              .74%      N/A[**]       (11.08)%
                    Class C              N/A[**]   N/A[**]        N/A[**]























                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                                 SINCE
                                        ONE YEAR  FIVE YEARS    
          INCEPTION[*]

                    Class A             6.37%     24.73%         16.74%
                    Class B             5.74%     N/A[**]        (7.37)%
                    Class C             N/A[**]   N/A[**]        N/A[**]

                    ___________________________

                    [*]  The inception date for Ivy Canada Fund (and the
          Class A
                         shares of the Fund) was November 17, 1987; the
          inception
                         date for the Class B shares of Ivy Canada Fund was
          April 1,
                         1994.  Until December 31, 1994, Mackenzie
          Investment
                         Management, Inc. served as investment adviser to
          Ivy Canada
                         Fund, which until that date was a series of the
          Company.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY CHINA REGION FUND.  The following table
          summarizes the
                    calculation of Cumulative Total Return for the periods
          indicated
                    through December 31, 1995, assuming the maximum 5.75%
          sales
                    charge has been assessed.
                                                  SINCE
                                        ONE YEAR  INCEPTION[*]













                    Class A             (4.27)%   (16.83)%
                    Class B             (4.17)%   (15.79)%
                    Class C              N/A[**]   N/A[**]

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                  SINCE
                                        ONE YEAR  INCEPTION[*]

                    Class A             1.59%     (11.75)%
                    Class B              .83%     (13.19)%
                    Class C              N/A[**]   N/A[**]

                    ___________________________

                    [*]  The inception date for Ivy China Region Fund was
          October 23,
                         1993.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY GLOBAL FUND.  The following table summarizes
          the












                    calculation of Cumulative Total Return for the periods
          indicated
                    through December 31, 1995, assuming the maximum 5.75%
          sales
                    charge has been assessed.
                                                  SINCE
                                        ONE YEAR  INCEPTION[*]

                    Class A              5.64%    44.00%
                    Class B              6.25%     5.31%
                    Class C              N/A[**]  N/A[**]













                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                  SINCE
                                        ONE YEAR  INCEPTION[*]

                    Class A             12.08%    52.79%
                    Class B             11.25%     9.31%
                    Class C             N/A[**]   N/A[**]

                    ___________________________

                    [*]  The inception date for the Fund (and Class A
          shares of the
                         Fund) was April 18, 1991; the inception date for
          Class B
                         shares of the Fund was April 1, 1994.  Until
          December 31,
                         1994, Mackenzie Investment Management Inc. served
          as
                         investment adviser to the Fund, which until that
          date was a
                         series of the Company.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY INTERNATIONAL FUND.  The following table
          summarizes the
                    calculation of Cumulative Total Return for the periods
          indicated
                    through December 31, 1995, assuming the maximum 5.75%
          sales
                    charge has been assessed.
                                                                 SINCE
                                        ONE YEAR  FIVE YEARS    
          INCEPTION[*]

                    Class A               6.17%   91.54%         268.32%
                    Class B               6.62%    N/A[**]        20.72%
                    Class C              N/A[**]   N/A[**]       N/A[**]
                    Class I              12.85%    N/A[**]        24.25%

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.






























                                                                 SINCE
                                        ONE YEAR  FIVE YEARS    
          INCEPTION[*]

                    Class A             12.65%    103.22%        290.79%
                    Class B             11.62%    N/A[**]         23.72%
                    Class C             N/A[**]   N/A[**]        N/A[**]
                    Class I             12.85%    N/A[**]         24.25%
                    ___________________________

                    [*]  The inception date for Ivy International Fund (and
          the Class
                         A shares of the Fund) was April 21, 1986; the
          inception date
                         for the Class B and Class I shares of Ivy
          International Fund
                         was October 23, 1993.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY LATIN AMERICA STRATEGY FUND.  The following
          table
                    summarizes the calculation of Cumulative Total Return
          for the
                    periods indicated through December 31, 1995, assuming
          the maximum
                    5.75% sales charge has been assessed.

                                                  SINCE
                                        ONE YEAR  INCEPTION[*]

                    Class A              (22.04)% (34.59)%
                    Class B              (22.90)% (33.95)%
                    Class C              N/A[**]   N/A[**]












                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,
                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                  SINCE
                                        ONE YEAR  INCEPTION[*]

                    Class A             (17.28)%  (30.60)%
                    Class B             (17.90)%  (31.20)%
                    Class C              N/A[**]   N/A[**]

                    ___________________________

                    [*]  The inception date for Ivy Latin America Strategy
          Fund was
                         November 1, 1994.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         IVY NEW CENTURY FUND.  The following table
          summarizes the
                    calculation of Cumulative Total Return for the periods
          indicated
                    through December 31, 1995, assuming the maximum 5.75%
          sales
                    charge has been assessed.
                                                  SINCE












                                        ONE YEAR  INCEPTION[*]

                    Class A              .29%     (13.25)%
                    Class B              .62%     (12.40)%
                    Class C              N/A[**]   N/A[**]

                         The following table summarizes the calculation of
          Cumulative
                    Total Return for the periods indicated through December
          31, 1995,












                    assuming the maximum 5.75% sales charge has not been
          assessed.

                                                  SINCE
                                        ONE YEAR  INCEPTION[*]

                    Class A             6.40%     (7.96)%
                    Class B             5.62%     (8.75)%
                    Class C              N/A[**]   N/A[**]

                    ___________________________

                    [*]  The inception date for Ivy New Century Fund was
          November 1,
                         1994.

                    [**] No such shares were outstanding for the duration
          of the time
                         period indicated.    

                         OTHER QUOTATIONS, COMPARISONS AND GENERAL
          INFORMATION.  The
                    foregoing computation methods are prescribed for
          advertising and
                    other communications subject to SEC Rule 482. 
          Communications not
                    subject to this rule may contain a number of different
          measures
                    of performance, computation methods and assumptions,
          including
                    but not limited to:  historical total returns; results
          of actual
                    or hypothetical investments; changes in dividends,
          distributions
                    or share values; or any graphic illustration of such
          data.  These
                    data may cover any period of the Trust's existence and
          may or may
                    not include the impact of sales charges, taxes or other
          factors.

                         Performance quotations for a Fund will vary from
          time to
                    time depending on market conditions, the composition of
          the
                    Fund's portfolio and operating expenses of that Fund. 
          These
                    factors and possible differences in the methods used in
                    calculating performance quotations should be considered
          when
                    comparing performance information regarding a Fund's
          shares with
                    information published for other investment companies
          and other












                    investment vehicles.  Performance quotations should
          also be
                    considered relative to changes in the value of a Fund's
          shares
                    and the risks associated with a Fund's investment
          objectives and
                    policies.  At any time in the future, performance
          quotations may
                    be higher or lower than past performance quotations and
          there can
                    be no assurance that any historical performance
          quotation will
                    continue in the future.

                         The Funds may also cite endorsements or use for
          comparison
                    their performance rankings and listings reported in
          such
                    newspapers or business or consumer publications as,
          among others: 












                    AAII Journal, Barron's, Boston Business Journal, Boston
          Globe,
                    Boston Herald, Business Week, Consumer's Digest,
          Consumer Guide
                    Publications, Changing Times, Financial Planning,
          Financial
                    World, Forbes, Fortune, Growth Fund Guide, Houston
          Post,
                    Institutional Investor, International Fund Monitor,
          Investor's
                    Daily, Los Angeles Times, Medical Economics, Miami
          Herald, Money
                    Mutual Fund Forecaster, Mutual Fund Letter, Mutual Fund
          Source
                    Book, Mutual Fund Values, National Underwriter Nelson's
          Director
                    of Investment Managers, New York Times, Newsweek, No
          Load Fund
                    Investor, No Load Fund* X, Oakland Tribune, Pension
          World,
                    Pensions and Investment Age, Personal Investor, Rugg
          and Steele,












                    Time, U.S. News and World Report, USA Today, The Wall
          Street
                    Journal, and Washington Post.

                                           FINANCIAL STATEMENTS

                         The Funds' Portfolios of Investments as of
          December 31,
                    1995, Statements of Assets and Liabilities as of
          December 31,
                    1995, Statements of Operations for the fiscal year
          ended December
                    31, 1995, Statements of Changes in Net Assets for the
          six-month
                    period ended December 31, 1994 and the fiscal years
          ended June
                    30, 1994 and the fiscal year ended December 31, 1995,
          Financial
                    Highlights, Notes to Financial Statements, and Reports
          of
                    Independent Accountants are included in each Fund's
          December 31,
                    1995 Annual Report to shareholders, which are
          incorporated by
                    reference into this SAI.  Copies of the Funds'
          financial
                    statements may be obtained upon request and without
          charge from
                    the Trust at the Distributor's address and telephone
          number
                    provided on the cover of this SAI.    
















































                                                APPENDIX A
                        DESCRIPTION OF STANDARD & POOR'S CORPORATION
          ("S&P") AND 
                      MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE
          BOND AND
                                         COMMERCIAL PAPER RATINGS

                    [From "Moody's Bond Record," November 1994 Issue 
          (Moody's
                    Investor Service, New York, 1994), and "Standard &
          Poor's
                    Municipal Ratings Handbook," October 1994 Issue (McGraw
          Hill, New
                    York, 1994).]

                    MOODY'S:  

                         (a)  CORPORATE BONDS.  Bonds rated Aaa by Moody's
          are judged
                    by Moody's to be of the best quality, carrying the
          smallest
                    degree of investment risk.  Interest payments are
          protected by a
                    large or exceptionally stable margin and principal is
          secure. 
                    Bonds rated Aa are judged by Moody's to be of high
          quality by all
                    standards.  Aa bonds are rated lower than Aaa bonds
          because
                    margins of protection may not be as large as those of
          Aaa bonds,
                    or fluctuations of protective elements may be of
          greater
                    amplitude, or there may be other elements present which
          make the
                    long-term risks appear somewhat larger than those
          applicable to
                    Aaa securities.  Bonds which are rated A by Moody's
          possess many
                    favorable investment attributes and are considered as
          upper












                    medium-grade obligations.  Factors giving security to
          principal
                    and interest are considered adequate, but elements may
          be present
                    which suggest a susceptibility to impairment sometime
          in the
                    future.

                         Bonds rated Baa by Moody's are considered
          medium-grade
                    obligations, i.e., they are neither highly protected
          nor poorly
                    secured.  Interest payments and principal security
          appear
                    adequate for the present, but certain protective
          elements may be
                    lacking or may be characteristically unreliable over
          any great
                    length of time.  Such bonds lack outstanding investment
                    characteristics and in fact have speculative
          characteristics as
                    well.  Bonds which are rated Ba are judged to have
          speculative
                    elements; their future cannot be considered
          well-assured.  Often
                    the protection of interest and principal payments may
          be very
                    moderate and thereby not well safeguarded during both
          good and
                    bad times over the future.  Uncertainty of position
          characterizes
                    bonds in this class.  Bonds which are rated B generally
          lack
                    characteristics of the desirable investment.  Assurance
          of
                    interest and principal payments of or maintenance of
          other terms
                    of the contract over any long period of time may be
          small.

                         Bonds which are rated Caa are of poor standing.  
          Such
                    issues may be in default or there may be present
          elements of
                    danger with respect to principal or interest.  Bonds
          which are
                    rated Ca represent obligations which are speculative in
          a high
                    degree.  Such issues are often in default or have other
          marked
                    shortcomings.  Bonds which are rated C are the lowest
          rated class
                    of bonds and issues so rated can be regarded as having
          extremely












                    poor prospects of ever attaining any real investment
          standing.












                         (b)  COMMERCIAL PAPER.  The Prime rating is the
          highest
                    commercial paper rating assigned by Moody's.  Among the
          factors
                    considered by Moody's in assigning ratings are the
          following: 
                    (1) evaluation of the management of the issuer; (2)
          economic
                    evaluation of the issuer's industry or industries and
          an
                    appraisal of speculative-type risks which may be
          inherent in
                    certain areas; (3) evaluation of the issuer's products
          in
                    relation to competition and customer acceptance; (4)
          liquidity;
                    (5) amount and quality of long-term debt; (6) trend of
          earnings
                    over a period of ten years; (7) financial strength of a
          parent
                    company and the relationships which exist with the
          issuer; and
                    (8) recognition by management of obligations which may
          be present
                    or may arise as a result of public interest questions
          and
                    preparations to meet such obligations.  Issuers within
          this Prime
                    category may be given ratings 1, 2 or 3, depending on
          the
                    relative strengths of these factors.  The designation
          of Prime-1
                    indicates the highest quality repayment capacity of the
          rated
                    issue.

                    S&P:  

                         (a)  CORPORATE BONDS.  An S&P corporate debt
          rating is a












                    current assessment of the creditworthiness of an
          obligor with
                    respect to a specific obligation.  The ratings are
          based on
                    current information furnished by the issuer or obtained
          by S&P
                    from other sources it considers reliable.  The ratings
          described
                    below may be modified by the addition of a plus or
          minus sign to
                    show relative standing within the major rating
          categories.

                         Debt rated AAA by S&P is considered by S&P to be
          the highest
                    grade obligation.  Capacity to pay interest and repay
          principal
                    is extremely strong.  Debt rated AA is judged by S&P to
          have a
                    very strong capacity to pay interest and repay
          principal and
                    differs from the highest rated issues only in small
          degree.  Debt
                    rated A by S&P has a strong capacity to pay interest
          and repay
                    principal, although it is somewhat more susceptible to
          the
                    adverse effects of changes in circumstances and
          economic
                    conditions than debt in higher rated categories.

                         Debt rated BBB by S&P is regarded by S&P as having
          an
                    adequate capacity to pay interest and repay principal. 
          Although
                    such bonds normally exhibit adequate protection
          parameters,
                    adverse economic conditions or changing circumstances
          are more
                    likely to lead to a weakened capacity to pay interest
          and repay
                    principal than debt in higher rated categories.

                         Debt rated BB, B, CCC, CC and C is regarded as
          having
                    predominately speculative characteristics with respect
          to
                    capacity to pay interest and repay principal.  BB
          indicates the
                    least degree of speculation and C the highest.  While
          such debt
                    will likely have some quality and protective
          characteristics,













                    these are outweighed by large uncertainties or
          exposures to
                    adverse conditions.  Debt rated BB has less near-term
                    vulnerability to default than other speculative issues. 
          However,












                    it faces major ongoing uncertainties or exposure to
          adverse
                    business, financial or economic conditions which could
          lead to
                    inadequate capacity to meet timely interest and
          principal
                    payments.  The BB rating category is also used for debt
                    subordinated to senior debt that is assigned an actual
          or implied
                    BBB- rating.  Debt rated B has a greater vulnerability
          to default
                    but currently has the capacity to meet interest
          payments and
                    principal repayments.  Adverse business, financial, or
          economic
                    conditions will likely impair capacity or willingness
          to pay
                    interest and repay principal.  The B rating category is
          also used
                    for debt subordinated to senior debt that is assigned
          an actual
                    or implied BB or BB- rating.  Debt rated CCC has a
          currently
                    identifiable vulnerability to default, and is dependent
          upon
                    favorable business, financial, and economic conditions
          to meet
                    timely payment of interest and repayment of principal. 
          In the
                    event of adverse business, financial or economic
          conditions, it
                    is not likely to have the capacity to pay interest and
          repay
                    principal.  The CCC rating category is also used for
          debt
                    subordinated to senior debt that is assigned an actual
          or implied












                    B or B- rating.  The rating CC typically is applied to
          debt
                    subordinated to senior debt which is assigned an actual
          or
                    implied CCC debt rating.  The rating C typically is
          applied to
                    debt subordinated to senior debt which is assigned an
          actual or
                    implied CCC- debt rating.  The C rating may be used to
          cover a
                    situation where a bankruptcy petition has been filed,
          but debt
                    service payments are continued.  

                         (b)  COMMERCIAL PAPER.  An S&P commercial paper
          rating is a
                    current assessment of the likelihood of timely payment
          of debt
                    having an original maturity of no more than 365 days.  


                         Commercial paper rated A by S&P has the following
                    characteristics:  (i) liquidity ratios are adequate to
          meet cash
                    requirements; (ii) long-term senior debt rating should
          be A or
                    better, although in some cases BBB credits may be
          allowed if
                    other factors outweigh the BBB; (iii) the issuer should
          have
                    access to at least one additional channel of borrowing;
          (iv)
                    basic earnings and cash flow should have an upward
          trend with
                    allowances made for unusual circumstances; and (v)
          typically the
                    issuer's industry should be well established and the
          issuer
                    should have a strong position within its industry and
          the
                    reliability and quality of management should be
          unquestioned. 
                    Issues rated A are further referred to by use of
          numbers 1, 2 and
                    3 to denote relative strength within this highest
          classification. 
                    For example, the A-1 designation indicates that the
          degree of
                    safety regarding timely payment of debt is strong.

                         Issues rated B are regarded as having only
          speculative
                    capacity for timely payment.  The C rating is assigned
          to short-












                    term debt obligations with a doubtful capacity for
          payment.
















                                       IVY INTERNATIONAL BOND FUND

                                               a series of

                                                 IVY FUND
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432

                                   Statement of Additional Information

                                             April 30, 1996    

                   
          _________________________________________________________________


                         Ivy Fund (the "Trust") is a diversified, open-end
          management
                    investment company that currently consists of thirteen
          fully
                    managed portfolios.  This Statement of Additional
          Information
                    ("SAI") describes one of the portfolios, Ivy
          International Bond
                    Fund (the "Fund").  The other twelve portfolios of the
          Trust are
                    described in separate Statements of Additional
          Information.

                         This SAI is not a prospectus and should be read in
                    conjunction with the prospectus for the Fund dated
          April 30, 1996
                    (the "Prospectus"), which may be obtained upon request
          and













                    without charge from the Trust at the Distributor's
          address and
                    telephone number listed below.    


                                            INVESTMENT MANAGER

                                       Ivy Management, Inc. ("IMI")
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432
                                        Telephone: (800) 777-6472



                                               DISTRIBUTOR

                            Mackenzie Ivy Funds Distribution, Inc.
          ("MIFDI") 
                                  Via Mizner Financial Plaza, Suite 300
                                        700 South Federal Highway
                                        Boca Raton, Florida 33432
                                         Telephone (800) 456-5111



















                                            TABLE OF CONTENTS

                                                                            
              PAGE

                    INVESTMENT OBJECTIVES AND POLICIES  . . . . . . . . . .
          . . .   1
                         AMERICAN DEPOSITORY RECEIPTS (ADRS)  . . . . . . .
          . . .   1
                         FOREIGN SECURITIES . . . . . . . . . . . . . . . .
          . . .   1













                         FOREIGN CURRENCIES . . . . . . . . . . . . . . . .
          . . .   1
                         FORWARD FOREIGN CURRENCY CONTRACTS . . . . . . . .
          . . .   2
                         HIGH YIELD BONDS . . . . . . . . . . . . . . . . .
          . . .   2
                         WHEN-ISSUED PURCHASES AND FIRM COMMITMENT
          AGREEMENTS . .   3
                         ZERO COUPON BONDS  . . . . . . . . . . . . . . . .
          . . .   4
                         RESTRICTED AND ILLIQUID SECURITIES . . . . . . . .
          . . .   4
                         OPTIONS TRANSACTIONS . . . . . . . . . . . . . . .
          . . .   4
                              GENERAL . . . . . . . . . . . . . . . . . . .
          . . .   4
                              WRITING CALL OPTIONS ON INDIVIDUAL SECURITIES
          . . .   5
                              RISKS OF OPTIONS TRANSACTIONS . . . . . . . .
          . . .   5
                         FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
          . . .   6
                              GENERAL . . . . . . . . . . . . . . . . . . .
          . . .   6
                              INTEREST RATE FUTURES CONTRACTS . . . . . . .
          . . .   7
                              OPTIONS ON INTEREST RATE FUTURES CONTRACTS  .
          . . .   8
                              FOREIGN CURRENCY FUTURES CONTRACTS AND
          RELATED
                                   OPTIONS  . . . . . . . . . . . . . . . .
          . . .   8
                              RISKS ASSOCIATED WITH FUTURES AND RELATED
          OPTIONS .   9
                              COMBINED TRANSACTIONS . . . . . . . . . . . .
          . . .   9

                    INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . .
          . . .  10

                    ADDITIONAL RESTRICTIONS . . . . . . . . . . . . . . . .
          . . .  11

                    ADDITIONAL RIGHTS AND PRIVILEGES  . . . . . . . . . . .
          . . .  12
                         AUTOMATIC INVESTMENT METHOD  . . . . . . . . . . .
          . . .  12
                         EXCHANGE OF SHARES . . . . . . . . . . . . . . . .
          . . .  12
                              INITIAL SALES CHARGE SHARES . . . . . . . . .
          . . .  12
                              CONTINGENT DEFERRED SALES CHARGE SHARES.
          CLASS A  .  13













                              CLASS B . . . . . . . . . . . . . . . . . . .
          . . .  13
                         LETTER OF INTENT . . . . . . . . . . . . . . . . .
          . . .  15
                         RETIREMENT PLANS . . . . . . . . . . . . . . . . .
          . . .  15
                              INDIVIDUAL RETIREMENT ACCOUNTS  . . . . . . .
          . . .  16
                              QUALIFIED PLANS . . . . . . . . . . . . . . .
          . . .  17
                              DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
                                   CHARITABLE ORGANIZATIONS ("403(B)(7)
                                   ACCOUNT")  . . . . . . . . . . . . . . .
          . . .  17
                              SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS  . .
          . . .  18
                         REINVESTMENT PRIVILEGE . . . . . . . . . . . . . .
          . . .  18
                         RIGHTS OF ACCUMULATION . . . . . . . . . . . . . .
          . . .  18
                         SYSTEMATIC WITHDRAWAL PLAN . . . . . . . . . . . .
          . . .  19

                    BROKERAGE ALLOCATION  . . . . . . . . . . . . . . . . .
          . . .  19

                    TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . .
          . . .  21
                         PERSONNEL INVESTMENTS BY EMPLOYEES OF IMI  . . . .
          . . .  23

                    COMPENSATION TABLE  . . . . . . . . . . . . . . . . . .
          . . .  24












                    INVESTMENT ADVISORY AND OTHER SERVICES  . . . . . . . .
          . . .  25
                         BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
          SERVICES . .  25
                         DISTRIBUTION SERVICES  . . . . . . . . . . . . . .
          . . .  26
                         CUSTODIAN  . . . . . . . . . . . . . . . . . . . .
          . . .  28













                         FUND ACCOUNTING SERVICES . . . . . . . . . . . . .
          . . .  28
                         TRANSFER AGENT AND DIVIDEND PAYING AGENT . . . . .
          . . .  29
                         ADMINISTRATOR  . . . . . . . . . . . . . . . . . .
          . . .  29
                         AUDITORS . . . . . . . . . . . . . . . . . . . . .
          . . .  29

                    CAPITALIZATION AND VOTING RIGHTS  . . . . . . . . . . .
          . . .  29

                    NET ASSET VALUE . . . . . . . . . . . . . . . . . . . .
          . . .  30

                    PORTFOLIO TURNOVER  . . . . . . . . . . . . . . . . . .
          . . .  31

                    REDEMPTIONS . . . . . . . . . . . . . . . . . . . . . .
          . . .  32

                    CONVERSION OF CLASS B SHARES  . . . . . . . . . . . . .
          . . .  33

                    TAXATION  . . . . . . . . . . . . . . . . . . . . . . .
          . . .  33
                         GENERAL  . . . . . . . . . . . . . . . . . . . . .
          . . .  33
                         DISTRIBUTORS . . . . . . . . . . . . . . . . . . .
          . . .  34
                         DISPOSITION OF SHARES  . . . . . . . . . . . . . .
          . . .  34
                         HEDGING TRANSACTIONS . . . . . . . . . . . . . . .
          . . .  35
                         CURRENCY FLUCTUATIONS --SECTION 988" GAINS OR
          LOSSES . .  36
                         DISCOUNT . . . . . . . . . . . . . . . . . . . . .
          . . .  36
                         FOREIGN WITHHOLDING TAXES  . . . . . . . . . . . .
          . . .  36
                         INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES
          . . .  37
                         BACKUP WITHHOLDING . . . . . . . . . . . . . . . .
          . . .  37
                         OTHER TAXATION . . . . . . . . . . . . . . . . . .
          . . .  38

                    CALCULATION OF AVERAGE ANNUAL TOTAL RETURN  . . . . . .
          . . .  38
                         AVERAGE ANNUAL TOTAL RETURN QUOTATIONS . . . . . .
          . . .  38
                         OTHER QUOTATIONS, COMPARISONS AND GENERAL
          INFORMATION  .  39













                    FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . .
          . . .  39

                    APPENDIX A
                         DESCRIPTION OF STANDARD & POOR'S CORPORATION
          ("S&P")
                         AND MOODY'S INVESTORS SERVICE, INC. ("MOODY'S")
                         CORPORATE BOND AND COMMERCIAL PAPER RATINGS  . . .
          . . .  40

























                                    INVESTMENT OBJECTIVES AND POLICIES

                         Ivy Fund (the "Trust") is organized as an open-end
                    management investment company with thirteen series of
          shares. 
                    One series of the Trust, Ivy International Bond Fund
          (the
                    "Fund"), is described in this SAI.

                         The Fund's investment objectives and general
          investment
                    policies are described in the Fund's Prospectus. 
          Additional
                    information concerning the characteristics of the
          Fund's
                    investments is set forth below.

                    AMERICAN DEPOSITORY RECEIPTS (ADRS)














                         The Fund may purchase sponsored or unsponsored
          American
                    Depository Receipts ("ADRs").  ADRs are
          dollar-denominated
                    receipts issued generally by U.S. banks that represent
          the
                    deposit with the bank of a foreign company's security. 
          ADRs are
                    publicly traded on exchanges or over-the-counter
          ("OTC") in the
                    United States.  Ownership of unsponsored ADRs may not
          entitle the
                    Fund to financial or other reports from the issuer to
          which it
                    might otherwise be entitled as the owner of sponsored
          ADRs.

                    FOREIGN SECURITIES

                         Investors should recognize that investing in
          foreign
                    securities involves certain special considerations,
          including
                    those set forth below and in the Fund's Prospectus
          under
                    "Investing In International Bond Markets" and "Special
          Risk
                    Considerations," which are not typically associated
          with
                    investing in United States securities and which may
          affect the
                    Fund's performance favorably or unfavorably.  

                         Foreign stock markets have different clearance and
                    settlement procedures and in certain markets there have
          been
                    times when settlements have been unable to keep pace
          with the
                    volume of securities transactions making it difficult
          to conduct
                    such transactions.  Delays in settlement could result
          in
                    temporary periods when assets of the Fund are
          uninvested and no
                    return is earned thereon.  The inability of the Fund to
          make
                    intended security purchases due to settlement problems
          could
                    cause the Fund to miss attractive investment
          opportunities.  The
                    inability to dispose of portfolio securities due to
          settlement
                    problems could result either in losses to the Fund due
          to












                    subsequent declines in the value of the portfolio
          security or, if
                    the Fund has entered into a contract to sell the
          security, in
                    possible liability to the purchaser.  Fixed commissions
          on some
                    foreign securities exchanges are generally higher than
          negotiated
                    commissions on U.S. exchanges, although IMI will
          endeavor to
                    achieve the most favorable net results on each Fund's
          portfolio
                    transactions.  Further, the Fund may encounter
          difficulties or be
                    unable to pursue legal remedies and obtain judgment in
          foreign
                    courts.  It may be more difficult for the Fund's agents
          to keep
                    currently informed about corporate actions such as
          stock












                    dividends or other matters which may affect the prices
          of
                    portfolio securities.  Communications between the
          United States
                    and foreign countries may be less reliable than within
          the United
                    States, thus increasing the risk of delayed settlements
          of
                    portfolio transactions or loss of certificates for
          portfolio
                    securities.  Moreover, individual foreign economies may
          differ
                    favorably or unfavorably from the United States economy
          in such
                    respects as growth of gross national product, rate of
          inflation,
                    capital reinvestment, resource self-sufficiency and
          balance of
                    payments position.  IMI seeks to mitigate the risks to
          the Fund
                    associated with the foregoing considerations through
          investment












                    variation and continuous professional management.

                    FOREIGN CURRENCIES

                         Investment in foreign securities usually will
          involve
                    currencies of foreign countries.  Moreover, the Fund
          may
                    temporarily hold funds in bank deposits in foreign
          currencies
                    during the completion of investment programs and may
          purchase
                    forward foreign currency contracts.  Because of these
          factors,
                    the value of the assets of the Fund as measured in U.S.
          dollars
                    may be affected favorably or unfavorably by changes in
          foreign
                    currency exchange rates and exchange control
          regulations, and the
                    Fund may incur costs in connection with conversions
          between
                    various currencies.  Although the Fund's custodian
          values the
                    Fund's assets daily in terms of U.S. dollars, the Fund
          does not
                    intend to convert its holdings of foreign currencies
          into U.S.
                    dollars on a daily basis.  The Fund will do so from
          time to time,
                    and investors should be aware of the costs of currency
                    conversion.  Although foreign exchange dealers do not
          charge a
                    fee for conversion, they do realize a profit based on
          the
                    difference (the "spread") between the prices at which
          they are
                    buying and selling various currencies.  Thus, a dealer
          may offer
                    to sell a foreign currency to the Fund at one rate,
          while
                    offering a lesser rate of exchange should the Fund
          desire to
                    resell that currency to the dealer.  The Fund will
          conduct its
                    foreign currency exchange transactions either on a spot
          (i.e.,
                    cash) basis at the spot rate prevailing in the foreign
          currency
                    exchange market, or through entering into forward
          contracts to
                    purchase or sell foreign currencies.  














                         Because the Fund normally will be invested in both
          U.S. and
                    foreign securities markets, changes in the Fund's share
          price may
                    have a low correlation with movements in the U.S.
          markets.  The
                    Fund's share price will reflect the movements of both
          the
                    different stock and bond markets in which it is
          invested and of
                    the currencies in which the investments are
          denominated; the
                    strength or weakness of the U.S. dollar against foreign
                    currencies may account for part of the Fund's
          investment
                    performance.  U.S. and foreign securities markets do
          not always
                    move in step with each other, and the total returns
          from
                    different markets may vary significantly.














                    FORWARD FOREIGN CURRENCY CONTRACTS

                         The Fund may enter into forward foreign currency
          exchange
                    contracts in order to protect against uncertainty in
          the level of
                    future foreign exchange rates in the purchase and sale
          of
                    securities, but not for speculative purposes.  A
          forward foreign
                    currency exchange contract involves an obligation to
          purchase or
                    sell a specific currency at a future date, which may be
          any fixed
                    number of days from the date of the contract agreed
          upon by the
                    parties, at a price set at the time of the contract. 
          These
                    contracts may be bought or sold to protect the Fund
          against a












                    possible loss resulting from an adverse change in the
          relation-
                    ship between foreign currencies and the U.S. dollar. 
          Although
                    such contracts are intended to minimize the risk of
          loss due to a
                    decline in the value of the hedged currencies, at the
          same time,
                    they tend to limit any potential gain that might result
          should
                    the value of such currencies increase.

                         The Fund will not enter into forward contracts or
          maintain a
                    net exposure to such contracts where the consummation
          of the
                    contract would obligate the Fund to deliver an amount
          of currency
                    in excess of the value of the Fund's portfolio
          securities or
                    other assets denominated in that currency.  Further,
          the Fund
                    generally will not enter into a forward contract with a
          term of
                    greater than one year.

                         The Fund will hold cash, U.S. Government
          Securities or other
                    high-grade debt securities  in a segregated account
          with its
                    custodian in an amount equal (on a daily
          marked-to-market basis)
                    to the amount of the commitments under these contracts. 
          At the
                    maturity of a forward contract, the Fund may either
          accept or
                    make delivery of the currency specified in the
          contract, or,
                    prior to maturity, enter into a closing purchase
          transaction
                    involving the purchase or sale of an offsetting
          contract. 
                    Closing purchase transactions with respect to forward
          contracts
                    are usually effected with the currency trader who is a
          party to
                    the original forward contract.

                    HIGH YIELD BONDS

                         The Fund may invest in corporate debt securities
          rated Baa
                    or lower by Moody's Investors Service, Inc. ("Moody's")
          or BBB or












                    lower by Standard & Poor's Corporation ("S&P).  The
          Fund will
                    not, however, invest in securities that, at the time of
                    investment, are rated lower than C by either Moody's or
          S&P. 
                    Securities rated Baa or BBB (and comparable unrated
          securities)
                    are considered by major credit-rating organizations to
          have
                    speculative elements as well as investment-grade
          characteristics. 
                    Securities rated lower than Baa or BBB (and comparable
          unrated
                    securities) are commonly referred to as "high yield" or
          "junk"
                    bonds and are considered to be predominantly
          speculative with
                    respect to the issuer's continuing ability to meet
          principal and
                    interest payments.  The lower the ratings of corporate
          debt
                    securities, the more their risks render them like
          equity












                    securities.  See Appendix A for a more complete
          description of
                    the ratings assigned by Moody's and S&P and their
          respective
                    characteristics.

                         While IMI may refer to ratings issued by
          established credit
                    rating agencies, it is not IMI's policy to rely
          exclusively on
                    such ratings, but rather to supplement such ratings
          with its own
                    independent and ongoing review of credit quality.  The
          Fund's
                    achievement of its investment objective may, to the
          extent of its
                    investment in high yield bonds, be more dependent upon
          IMI's













                    credit analysis than would be the case if the Fund were
          investing
                    in higher quality bonds.  Should the rating of a
          portfolio
                    security be downgraded, IMI will determine whether it
          is in the
                    Fund's best interest to retain or dispose of the
          security. 
                    However, should any individual bond held by the Fund be
                    downgraded below a rating of C, IMI currently intends
          to dispose
                    of such bond based on then existing market conditions.

                         The secondary market on which high yield bonds are
          traded
                    may be less liquid than the market for higher grade
          bonds.  Less
                    liquidity in the secondary trading market could
          adversely affect
                    the price at which the Fund could sell a high yield
          bond, and
                    could adversely affect and cause large fluctuations in
          the daily
                    net asset value of the Fund's shares.  Adverse
          publicity and
                    investor perceptions, whether or not based on
          fundamental
                    analysis, may decrease the values and liquidity of high
          yield
                    bonds, especially in a thinly traded market.  When
          secondary
                    markets for high yield securities are less liquid than
          the
                    markets for higher grade securities, it may be more
          difficult to
                    value the securities because such valuation may require
          more
                    research, and elements of judgment may play a greater
          role in the
                    valuation because there is less reliable, objective
          data
                    available.

                         Furthermore, prices for high yield bonds may be
          affected by
                    legislative and regulatory developments.  For example,
          federal
                    rules require savings and loan institutions to reduce
          gradually
                    their holdings of this type of security.  Also,
          Congress has from
                    time to time considered legislation that would restrict
          or













                    eliminate the corporate tax deduction for interest
          payments on
                    these securities and regulate corporate restructurings. 
          Such
                    legislation may significantly depress the prices of
          outstanding
                    securities of this type.

                    WHEN-ISSUED PURCHASES AND FIRM COMMITMENT AGREEMENTS

                         When the Fund purchases new issues of securities
          on a when-
                    issued basis, the Fund's custodian will establish a
          segregated
                    account for the Fund consisting of cash, U.S.
          Government
                    Securities or other high-grade debt securities equal to
          the
                    amount of the commitment.  If the value of securities
          in the
                    account should decline, additional cash or securities
          will be
                    placed in the account so that the market value of the
          account













                    will equal the amount of such commitments by the Fund
          on a daily
                    basis.

                         Securities purchased on a when-issued basis and
          the
                    securities held in the Fund's portfolio are subject to
          changes in
                    market value based upon various factors including
          changes in the
                    level of market interest rates.  Generally, the value
          of such
                    securities will fluctuate inversely to changes in
          interest rates,
                    i.e., they will appreciate in value when market
          interest rates













                    decline and decrease in value when market interest
          rates rise. 
                    For this reason, placing securities rather than cash in
          the
                    segregated account may have a leveraging effect on the
          Fund's net
                    assets.  That is, to the extent that the Fund remains
                    substantially fully invested in securities at the same
          time that
                    it has committed to purchase securities on a
          when-issued basis,
                    there will be greater fluctuations in its net assets
          than if it
                    had set aside cash to satisfy its purchase commitment.

                         Upon the settlement date of the when-issued
          securities, the
                    Fund ordinarily will meet its obligation to purchase
          the
                    securities from available cash flow, use of the cash
          (or
                    liquidation of securities) held in the segregated
          account or sale
                    of other securities.  Although it would not normally
          expect to do
                    so, the Fund also may meet its obligation from the sale
          of the
                    when-issued securities themselves (which may have a
          current
                    market value greater or less than the Fund's payment
          obligation). 
                    The sale of securities to meet such obligations carries
          with it a
                    greater potential for the realization of capital gains.

                         The Fund may also enter into firm commitment
          agreements for
                    the purchase of securities at an agreed-upon price on a
          specified
                    future date.  During the time that the Fund is
          obligated to
                    purchase such securities, it will maintain in a
          segregated
                    account with its custodian cash, U.S. Government
          Securities or
                    other high-grade debt securities of an aggregate value
          sufficient
                    to make payment for the securities.

                    ZERO COUPON BONDS

                         The Fund may purchase zero coupon bonds in
          accordance with













                    its credit quality standards.  Zero coupon bonds are
          debt
                    obligations issued without any requirement for the
          periodic
                    payment of interest.  Zero coupon bonds are issued at a
                    significant discount from face value.  The discount
          approximates
                    the total amount of interest the bonds would accrue and
          compound
                    over the period until maturity at a rate of interest
          reflecting
                    the market rate at the time of issuance.  The Fund, if
          it holds
                    zero coupon bonds in its portfolio, however, would
          recognize
                    income currently for Federal income tax purposes in the
          amount of
                    the unpaid, accrued interest and generally would be
          required to
                    distribute dividends representing such income to
          shareholders
                    currently, even though funds representing such income
          would not
                    have been received by the Fund.  Cash to pay dividends
                    representing unpaid, accrued interest may be obtained
          from sales












                    proceeds of portfolio securities and Fund shares and
          from loan
                    proceeds.  The potential sale of portfolio securities
          to pay cash
                    distributions from income earned on zero coupon bonds
          may result
                    in the Fund being forced to sell portfolio securities
          at a time
                    when the Fund might otherwise choose not to sell these
          securities
                    and when the Fund might incur a capital loss on such
          sales. 
                    Because interest on zero coupon obligations is not
          distributed to
                    the Fund on a current basis but is in effect
          compounded, the












                    value of the securities of this type is subject to
          greater
                    fluctuations in response to changing interest rates
          than the
                    value of debt obligations which distribute income
          regularly.

                    RESTRICTED AND ILLIQUID SECURITIES

                         It is the Fund's policy that restricted
          securities,
                    including restricted securities offered and sold to
          "qualified
                    institutional buyers" under Rule 144A under the
          Securities Act of
                    1933, and any other illiquid securities (including
          repurchase
                    agreements of more than seven days duration and other
          securities
                    which are not readily marketable) may not constitute,
          at the time
                    of purchase, more than 10% of the value of the Fund's
          net assets. 
                    Issuers of restricted securities may not be subject to
          the
                    disclosure and other investor protection requirements
          that would
                    be applicable if their securities were publicly traded.

                    Restricted securities may be sold only in privately
          negotiated
                    transactions or in a public offering with respect to
          which a
                    registration statement is in effect under the
          Securities Act of
                    1933.  Where a registration statement is required, the
          Fund may
                    be required to bear all or part of the registration
          expenses. 
                    There may be a lapse of time between the Fund's
          decision to sell
                    a restricted or illiquid security and the point at
          which the Fund
                    is permitted or able to sell such security.  If, during
          such a
                    period, adverse market conditions were to develop, the
          Fund might
                    obtain a price less favorable than the price that
          prevailed when
                    it decided to sell.  Since it is not possible to
          predict with
                    assurance that the market for securities eligible for
          resale













                    under Rule 144A will continue to be liquid, the Fund
          will
                    carefully monitor each of its investments in these
          securities,
                    focusing on such important factors, among others, as
          valuation,
                    liquidity and availability of information.  This
          investment
                    practice could have the effect of increasing the level
          of
                    illiquidity of the Fund to the extent that qualified
                    institutional buyers become for a time uninterested in
          purchasing
                    these restricted securities.

                    OPTIONS TRANSACTIONS

                         GENERAL.  The Fund may sell (write)
          exchange-listed call
                    options and purchase put and call options in accordance
          with its
                    investment objectives and policies.  A call option is a
          short-
                    term contract (having a duration of less than one year)
          pursuant
                    to which the purchaser, in return for the premium paid,
          has the
                    right to buy the security underlying the option at the
          specified
                    exercise price at any time during the term of the
          option.  The












                    writer of the call option, who receives the premium,
          has the
                    obligation, upon exercise of the option, to deliver the
                    underlying security against payment of the exercise
          price.  A put
                    option is a similar contract pursuant to which the
          purchaser, in
                    return for the premium paid, has the right to sell the
          security
                    underlying the option at the specified exercise price
          at any time












                    during the term of the option.  The writer of the put
          option, who
                    receives the premium, has the obligation, upon exercise
          of the
                    option, to buy the underlying security at the exercise
          price. 
                    The premium paid by the purchaser of an option will
          reflect,
                    among other things, the relationship of the exercise
          price to the
                    market price and volatility of the underlying security,
          the time
                    remaining to expiration of the option, supply and
          demand, and
                    interest rates.  

                         If the writer of an option wishes to terminate the
                    obligation, he or she may effect a "closing purchase
                    transaction."  This is accomplished by buying an option
          of the
                    same series as the option previously written.  The
          effect of the
                    purchase is that the writer's position will be
          cancelled by the
                    Options Clearing Corporation.  However, a writer may
          not effect a
                    closing purchase transaction after it has been notified
          of the
                    exercise of an option.  Likewise, an investor who is
          the holder
                    of an option may liquidate his or her position by
          effecting a
                    "closing sale transaction."  This is accomplished by
          selling an
                    option of the same series as the option previously
          purchased. 
                    There is no guarantee that either a closing purchase or
          a closing
                    sale transaction can be effected.  If any call or put
          is not
                    exercised or sold, it will become worthless on its
          expiration
                    date.

                         The Fund will realize a gain (or a loss) on a
          closing
                    purchase transaction with respect to a call or a put
          previously
                    written by the Fund if the premium, plus commission
          costs, paid
                    by the Fund to purchase the call or put is less (or
          greater) than
                    the premium, less commission costs, received by the
          Fund on the












                    sale of the call or the put.  A gain also will be
          realized if a
                    call or put which the Fund has written lapses
          unexercised,
                    because the Fund would retain the premium.  Any such
          gains (or
                    losses) are considered short-term capital gains (or
          losses) for
                    Federal income tax purposes.  Net short-term capital
          gains, when
                    distributed by the Fund, are taxable as ordinary
          income.  See
                    "Taxation."  

                         A gain (or a loss) will be realized by the Fund on
          a closing
                    sale transaction with respect to a call or a put
          previously
                    purchased by the Fund if the premium, less commission
          costs,
                    received by the Fund on the sale of the call or the put
          is
                    greater (or less) than the premium, plus commission
          costs, paid
                    by the Fund to purchase the call or the put.  If a put
          or a call
                    expires unexercised, it will become worthless on the
          expiration
                    date, and the Fund will realize a loss in the amount of
          the
                    premium paid, plus commission costs.  Any such gain or
          loss will













                    be long-term or short-term capital gain or loss,
          depending upon
                    the Fund's holding period for the option.  

                         The Fund will not purchase put or call options if
          the
                    aggregate premium paid for such options would exceed
          10% of its
                    net assets at the time of purchase.












                         WRITING CALL OPTIONS ON INDIVIDUAL SECURITIES. 
          The Fund may
                    write (sell) covered call options as described in the
          Prospectus. 
                    Covered call options provide the Fund with additional
          income on
                    its portfolio securities or partially protect against
          declines in
                    the value of those securities.  A "covered" call option
          means
                    generally that so long as the Fund is obligated as the
          writer of
                    a call option, the Fund will either own the underlying
          securities
                    subject to the option, or hold a call at the same
          exercise price,
                    for the same exercise period, and on the same
          securities as the
                    call written.  Although the Fund receives premium
          income from
                    these activities, any appreciation realized on an
          underlying
                    security will be limited by the terms of the call
          option.

                         RISKS OF OPTIONS TRANSACTIONS.  The purchase and
          writing of
                    options involves certain risks.  During the option
          period, the
                    covered call writer has, in return for the premium on
          the option,
                    given up the opportunity to profit from a price
          increase in the
                    underlying securities above the exercise price, but, as
          long as
                    its obligation as a writer continues, has retained the
          risk of
                    loss should the price of the underlying security
          decline.  The
                    writer of an option has no control over the time when
          it may be
                    required to fulfill its obligation as a writer of the
          option. 
                    Once an option writer has received an exercise notice,
          it cannot
                    effect a closing purchase transaction in order to
          terminate its
                    obligation under the option and must deliver the
          underlying
                    securities at the exercise price.  If a put or call
          option
                    purchased by the Fund is not sold when it has remaining
          value,













                    and if the market price of the underlying security, in
          the case
                    of a put, remains equal to or greater than the exercise
          price or,
                    in the case of a call, remains less than or equal to
          the exercise
                    price, the Fund will lose its entire investment in the
          option. 
                    Also, where a put or call option on a particular
          security is
                    purchased to hedge against price movements in a related
          security,
                    the price of the put or call option may move more or
          less than
                    the price of the related security.  In this regard,
          trading in
                    options on certain securities (such as U.S. Government
                    securities) is relatively new, so that it is impossible
          to
                    predict to what extent liquid markets will develop or
          continue. 
                    Furthermore, if trading restrictions or suspensions are
          imposed
                    on the options markets, the Fund may be unable to close
          out a
                    position.  Finally, trading could be interrupted, for
          example,
                    because of supply and demand imbalances arising from a
          lack of
                    either buyers or sellers, or the options exchange could
          suspend
                    trading after the price has risen or fallen more than
          the maximum
                    amount specified by the exchange.  Although the Fund
          may be able
                    to offset to some extent any adverse effects of being
          unable to













                    liquidate an option position, the Fund may experience
          losses in
                    some cases as a result of such inability.













                         The Fund may employ hedging strategies with
          options on
                    currencies before the Fund purchases a foreign security
                    denominated in the hedged currency that the Fund
          anticipates
                    acquiring, during the period the Fund holds the foreign
          security,
                    or between the date the foreign security is purchased
          or sold and
                    the date on which payment therefor is made or received. 
          Hedging
                    against a change in the value of a foreign currency in
          the
                    foregoing manner does not eliminate fluctuations in the
          prices of
                    portfolio securities or prevent losses if the prices of
          such
                    securities decline.  Furthermore, such hedging
          transactions
                    reduce or preclude the opportunity for gain if the
          value of the
                    hedged currency should change relative to the U.S.
          dollar.  With
                    respect to transactions in surrogate currencies, there
          is a risk
                    of loss if there is not a correlation between the
          currency in
                    which the hedge is desired and the surrogate currency.

                         A position on an option on foreign currencies may
          be closed
                    out only on an exchange which provides a secondary
          market for an
                    option of the same series.  Although the Fund will
          purchase only
                    exchange-traded options, there is no assurance that a
          liquid
                    secondary market on an exchange will exist for any
          particular
                    option, or at any particular time.  In the event no
          liquid
                    secondary market exists, it might not be possible to
          effect
                    closing transactions in particular options.  If the
          Fund cannot
                    close out an exchange-traded option which it holds, it
          would have
                    to exercise its option in order to realize any profit
          and would
                    incur transactional costs on the sale of the underlying
          assets.

                         The Fund's options activities also may have an
          impact upon












                    the level of its portfolio turnover and brokerage
          commissions. 

                         The Fund's success in using options techniques
          depends,
                    among other things, on IMI's ability to predict
          accurately the
                    direction and volatility of price movements in the
          options
                    markets as well as the securities markets and on IMI's
          ability to
                    select the proper type, time and duration of options.

                    FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

                         GENERAL.  The Fund may enter into futures
          contracts and
                    options on futures contracts.  When a purchase or sale
          of a
                    futures contract is made by the Fund, the Fund is
          required to
                    deposit with its custodian (or broker, if legally
          permitted) a
                    specified amount of cash or U.S. Government securities
          ("initial
                    margin").  The margin required for a futures contract
          is set by
                    the exchange on which the contract is traded and may be
          modified
                    during the term of the contract.  The initial margin is
          in the
                    nature of a performance bond or good faith deposit on
          the futures
                    contract which is returned to the Fund upon termination
          of the
                    contract, assuming all contractual obligations have
          been
                    satisfied.  A futures contract held by the Fund is
          valued daily












                    at the official settlement price of the exchange on
          which it is













                    traded.  Each day the Fund pays or receives cash,
          called
                    "variation margin," equal to the daily change in value
          of the
                    futures contract.   This process is known as "marking
          to market." 
                    Variation margin does not represent a borrowing or loan
          by the
                    Fund but is instead a settlement between the Fund and
          the broker
                    of the amount one would owe the other if the futures
          contract
                    expired.  In computing daily net asset value, the Fund
          will mark-
                    to-market its open futures position.

                         The Fund is also required to deposit and maintain
          margin
                    with respect to put and call options on futures
          contracts written
                    by it.  Such margin deposits will vary depending on the
          nature of
                    the underlying futures contract (and the related
          initial margin
                    requirements), the current market value of the option,
          and other
                    futures positions held by the Fund.

                         Although some futures contracts call for making or
          taking
                    delivery of the underlying securities, generally these
                    obligations are closed out prior to delivery of
          offsetting
                    purchases or sales of matching futures contracts (same
          exchange,
                    underlying security or index, and delivery month).  If
          an
                    offsetting purchase price is less than the original
          sale price,
                    the Fund generally realizes a capital gain, or if it is
          more, the
                    Fund generally realizes a capital loss.  Conversely, if
          an
                    offsetting sale price is more than the original
          purchase price,
                    the Fund generally realizes a capital gain, or if it is
          less, the
                    Fund generally realizes a capital loss.  The
          transaction costs
                    must also be included in these calculations.

                         When purchasing a futures contract, the Fund will
          maintain













                    with its custodian (and mark-to-market on a daily
          basis) cash,
                    U.S. Government securities, or other highly liquid debt
                    securities that, when added to the amounts deposited
          with a
                    futures commission merchant ("FCM") as margin, are
          equal to the
                    market value of the futures contract.  Alternatively,
          the Fund
                    may "cover" its position by purchasing a put option on
          the same
                    futures contract with a strike price as high as or
          higher than
                    the price of the contract by held by the Fund.

                         When selling a futures contact, the Fund will
          maintain with
                    its custodian (and mark-to-market on a daily basis)
          liquid assets
                    that, when added to the amounts deposited with an FCM
          as margin,
                    are equal to the market value of the instruments
          underlying the
                    contract.  Alternatively, the Fund may "cover" its
          position by
                    owning the instruments underlying the contract (or, in
          the case
                    of an index futures contract, a portfolio with a
          volatility
                    substantially similar to that of the index on which the
          futures
                    contract is based), or by holding a call option
          permitting the
                    Fund to purchase the same futures contract at a price
          no higher
                    than the price of the contract written by the Fund (or
          at a
                    higher price if the difference is maintained in liquid
          assets
                    with the Fund's custodian).


























                         When selling a call option on a futures contract,
          the Fund
                    will maintain with its custodian (and mark-to-market on
          a daily
                    basis) cash, U.S. Government securities, or other
          highly liquid
                    debt securities that, when added to the amounts
          deposited with an
                    FCM as margin, equal the total market value of the
          futures
                    contract underlying the call option.  Alternatively,
          the Fund may
                    cover its position by entering into a long position in
          the same
                    futures contract at a price no higher than the strike
          price of
                    the call option, by owning the instruments underlying
          the futures
                    contract, or by holding a separate call option
          permitting the
                    Fund to purchase the same futures contract at a price
          not higher
                    than the strike price of the call option sold by the
          Fund.

                         When selling a put option on a futures contract,
          the Fund
                    will maintain with its custodian (and mark-to-market on
          a daily
                    basis) cash, U.S. Government securities, or other
          highly liquid
                    debt securities that equal the purchase price of the
          futures
                    contract less any margin on deposit.  Alternatively,
          the Fund may
                    cover the position either by entering into a short
          position in
                    the same futures contract, or by owning a separate put
          option
                    permitting it to sell the same futures contract so long
          as the
                    strike price of the purchased put option is the same or
          higher
                    than the strike price of the put option sold by the
          Fund.

                         The requirements for qualification as a regulated
          investment
                    company also may limit the extent to which the Fund may
          enter
                    into futures and options on futures.

                         INTEREST RATE FUTURES CONTRACTS.  An interest rate
          futures












                    contract is an agreement between parties to buy or sell
          a
                    specified debt security at a set price on a future
          date.  The
                    financial instruments that underlie interest rate
          futures
                    contracts include, for example, long-term U.S. Treasury
          bonds,
                    U.S. Treasury notes, GNMA certificates, three-month
          U.S. Treasury
                    bills, and Eurodollar instruments.  In the case of
          futures
                    contracts traded on U.S. exchanges, the exchange itself
          or an
                    affiliated clearing corporation assumes the opposite
          side of each
                    transaction (i.e., as buyer or seller).  A futures
          contract may
                    be satisfied or closed out by delivery or purchase, as
          the case
                    may be in the cash financial instrument or by payment
          of the
                    change in the cash value of the index.  Frequently,
          using futures
                    to effect a particular strategy instead of using the
          underlying
                    or related security will result in lower transaction
          costs being
                    incurred.

                         The Fund may sell interest rate futures contracts
          in order
                    to hedge its portfolio securities whose value may be
          sensitive to
                    changes in interest rates.  In addition, the Fund could
          purchase
                    and sell these futures contracts in order to hedge its
          holdings
                    in certain common stocks (such as utilities, banks and
          savings
                    and loans) whose value may be sensitive to changes in
          interest
                    rates.  The Fund could sell interest rate futures
          contracts in
                    anticipation of or during a market decline to attempt
          to offset
                    the decrease in market value of its securities that
          might























                    otherwise result.  When the Fund is not fully invested
          in
                    securities, it could purchase interest rate futures in
          order to
                    gain rapid market exposure that may in part or entirely
          offset
                    increases in the cost of securities that it intends to
          purchase. 
                    As such purchases are made, an equivalent amount of
          interest rate
                    futures contracts will be terminated by offsetting
          sales.  In a
                    substantial majority of these transactions, the Fund
          would
                    purchase such securities upon termination of the
          futures position
                    whether the futures position results from the purchase
          of an
                    interest rate futures contract or the purchase of a
          call option
                    on an interest rate futures contract, but under unusual
          market
                    conditions, a futures position may be terminated
          without the
                    corresponding purchase of securities.

                         OPTIONS ON INTEREST RATE FUTURES CONTRACTS.  The
          Fund may
                    also purchase and write put and call options on
          interest rate
                    futures contracts which are traded on a U.S. exchange
          or board of
                    trade and sell or purchase such options to terminate an
          existing
                    position.  Options on interest rate futures give the
          purchaser
                    the right (but not the obligation), in return for the
          premium
                    paid, to assume a position in an interest rate futures
          contract
                    at a specified exercise price at a time during the
          period of the
                    option.

                         Transactions in options on interest rate futures
          may enable
                    the Fund to hedge against the possibility that
          fluctuations in













                    interest rates and other factors may result in a
          general decline
                    in prices of debt securities owned by the Fund. 
          Assuming that
                    any decline in the securities being hedged is
          accomplished by a
                    rise in interest rates, the purchase of put options and
          sale of
                    call options on the futures contracts may generate
          gains which
                    can partially offset any decline in the value of the
          Fund's
                    portfolio securities which have been hedged.  However,
          if after
                    the Fund purchases or sells an option on a futures
          contract, the
                    value of the securities being hedged moves in the
          opposite
                    direction from that contemplated, the Fund may
          experience losses
                    in the form of premiums on such options which would
          partially
                    offset gains the Fund would have.

                         FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED
          OPTIONS.  A
                    foreign currency futures contract provides for the
          future sale by
                    one party and purchase by another party of a specified
          quantity
                    of a foreign currency at a specified price and time.

                         An option on a foreign currency futures contract
          gives the
                    holder the right, in return for the premium paid, to
          assume a
                    long position (call) or short position (put) in a
          futures
                    contract at a specified exercise price at any time
          during the
                    period of the option.  Upon the exercise of a call
          option, the
                    holder acquires a long position in the futures contract
          and the
                    writer is assigned the opposite short position.  In the
          case of a
                    put option, the opposite is true.

























                         The Fund may purchase call and put options on
          foreign
                    currencies as a hedge against changes in the value of
          the U.S.
                    dollar (or another currency) in relation to a foreign
          currency in
                    which portfolio securities of the Fund may be
          denominated.  A
                    call option on a foreign currency gives the buyer the
          right to
                    buy, and a put option the right to sell, a certain
          amount of
                    foreign currency at a specified price during a fixed
          period of
                    time.  The Fund may invest in options on foreign
          currency which
                    are either listed on a domestic securities exchange or
          traded on
                    a recognized foreign exchange.

                         In those situations where foreign currency options
          may not
                    be readily purchased (or where such options may be
          deemed
                    illiquid) in the currency in which the hedge is
          desired, the
                    hedge may be obtained by purchasing an option on a
          "surrogate"
                    currency (i.e., a currency where there is tangible
          evidence of a
                    direct correlation in the trading value of the two
          currencies). 
                    A surrogate currency's exchange rate movements parallel
          that of
                    the primary currency.  Surrogate currencies are used to
          hedge an
                    illiquid currency risk, when no liquid hedge
          instruments exist in
                    world currency markets for the primary currency.

                         The Fund will only enter into futures contracts
          and options
                    on futures contracts which are standardized and traded
          on a U.S.
                    or foreign exchange, board of trade, or similar entity
          or quoted
                    on an automated quotation system.  The Fund will not
          enter into a












                    futures contract or purchase an option thereon if,
          immediately
                    thereafter, the aggregate initial margin deposits for
          futures
                    contracts held by the Fund plus premiums paid by it for
          open
                    futures option positions, less the amount by which any
          such
                    positions are "in-the-money," would exceed 5% of the
          liquidation
                    value of the Fund's portfolio (or the Fund's net asset
          value),
                    after taking into account unrealized profits and
          unrealized
                    losses on any such contracts the Fund has entered into. 
          A call
                    option is "in-the-money" if the value of the futures
          contract
                    that is the subject of the option exceeds the exercise
          price.  A
                    put option is "in the money" if the exercise price
          exceeds the
                    value of the futures contract that is the subject of
          the option. 
                    For additional information about margin deposits
          required with
                    respect to futures contracts and options thereon, see
          "Futures
                    Contracts and Options on Futures Contracts."

                         RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS. 
          The Fund
                    may engage in futures and related options transactions
          for
                    hedging purposes or to seek to enhance potential gain. 
          There are
                    several risks associated with the use of futures
          contracts and
                    options on futures contracts as hedging techniques.  A
          purchase
                    or sale of a futures contract may result in losses in
          excess of
                    the amount invested in the futures contract.  There can
          be no
                    guarantee that there will be a correlation between
          price
                    movements in the hedging vehicle and in the Fund's
          portfolio
                    securities being hedged.  In addition, there are
          significant
                    differences between the securities and futures markets
          that could
                    result in an imperfect correlation between the markets,
          causing a























                    given hedge not to achieve its objectives.  The degree
          of
                    imperfection of correlation depends on circumstances
          such as
                    variations in speculative market demand for futures and
          related
                    options on securities, including technical influences
          in futures
                    trading and options on futures, and differences between
          the
                    financial instruments being hedged and the instruments
          underlying
                    the standard contracts available for trading in such
          respects as
                    interest rate levels, maturities, and creditworthiness
          of
                    issuers.  A decision as to whether, when and how to
          hedge
                    involves the exercise of skill and judgment, and even a
          well-
                    conceived hedge may be unsuccessful to some degree
          because of
                    market behavior or unexpected interest rate trends.

                         Futures exchanges may limit the amount of
          fluctuation
                    permitted in certain futures contract prices during a
          single
                    trading day.  The daily limit establishes the maximum
          amount that
                    the price of a futures contract may vary either up or
          down from
                    the previous day's settlement price at the end of the
          current
                    trading session.  Once the daily limit has been reached
          in a
                    futures contract subject to the limit, no more trades
          may be made
                    on that day at a price beyond that limit.  The daily
          limit
                    governs only price movements during a particular
          trading day and













                    therefore does not limit potential losses because the
          limit may
                    work to prevent the liquidation of unfavorable
          positions.  For
                    example, futures prices have occasionally moved to the
          daily
                    limit for several consecutive trading days with little
          or no
                    trading, thereby preventing prompt liquidation of
          positions and
                    subjecting some holders of futures contracts to
          substantial
                    losses.

                         There can be no assurance that a liquid market
          will exist at
                    a time when the Fund seeks to close out a futures or a
          related
                    option position, and the Fund would remain obligated to
          meet
                    margin requirements until the position is closed.  In
          addition,
                    there can be no assurance that an active secondary
          market will
                    continue to exist.

                         Currency futures contracts and options thereon may
          be traded
                    on foreign exchanges.  Such transactions may not be
          regulated as
                    effectively as similar transactions in the United
          States; may not
                    involve a clearing mechanism and related guarantees;
          and are
                    subject to the risk of governmental actions affecting
          trading in,
                    or the prices of, foreign securities.  The value of
          such a
                    position also could be adversely affected by (i) other
          complex
                    foreign political, legal and economic factors, (ii)
          lesser
                    availability than in the United States of data on which
          to make
                    trading decisions, (iii) delays in a Fund's ability to
          act upon
                    economic events occurring in foreign markets during non
          business
                    hours in the United States, (iv) the imposition of
          different
                    exercise and settlement terms and procedures and margin
                    requirements than in the United States, and (v) lesser
          trading
                    volume.

























                         COMBINED TRANSACTIONS.  The Fund may enter into
          multiple
                    transactions, including multiple options transactions,
          multiple
                    futures transactions, multiple currency transactions
          (including
                    forward currency contracts) and multiple interest rate
                    transactions and any combination of futures, options,
          currency
                    and interest rate transactions ("component"
          transactions),
                    instead of a single transaction, as part of a single or
          combined
                    strategy when, in the opinion of IMI, it is in the best
          interests
                    of a Fund to do so.  A combined transaction will
          usually contain
                    elements of risk that are present in each of its
          component
                    transactions.  Although combined transactions are
          normally
                    entered into based on IMI's judgment that the combined
          strategies
                    will reduce risk or otherwise more effectively achieve
          the
                    desired portfolio management goal, it is possible that
          the
                    combination will instead increase such risks or hinder
                    achievement of the management objective.

                         The requirements for qualification as a regulated
          investment
                    company also may limit the extent to which the Fund may
          enter
                    into futures, options or forward contracts.  See
          "Taxation."


                                         INVESTMENT RESTRICTIONS














                         The Fund's investment objectives as set forth in
          the
                    Prospectus under "Investment Objectives and Policies,"
          together
                    with the investment restrictions set forth below, are
          fundamental
                    policies of the Fund and may not be changed with
          respect to the
                    Fund without the approval of a majority of the
          outstanding voting
                    shares of the Fund.  Under these restrictions, the Fund
          may not:

                         (i)    Invest in real estate, real estate mortgage
          loans,
                                commodities, commodity futures contracts or
          interests
                                in oil, gas and/or mineral exploration or
          development
                                programs, although the Fund may purchase
          and sell
                                (a) securities which are secured by real
          estate,
                                (b) securities of issuers which invest or
          deal in
                                real estate, and (c) futures contracts and
          related
                                options; 

                         (ii)   Make investments in securities for the
          purpose of
                                exercising control over or management of
          the issuer;

                         (iii)  Participate on a joint or a joint and
          several basis
                                in any trading account in securities.  The
          "bunching"
                                of orders of the Fund--or of the Fund and
          of other
                                accounts under the investment management of
          the
                                persons rendering investment advice to the
          Fund--for
                                the sale or purchase of portfolio
          securities shall
                                not be considered participation in a joint
          securities
                                trading account;

                         (iv)   Purchase securities on margin, except such
          short-term
                                credits as are necessary for the clearance
          of























                                transactions; the deposit or payment by a
          Fund of
                                initial or variation margin in connection
          with
                                futures contracts or related options
          transactions is
                                not considered the purchase of a security
          on margin;

                         (v)    Make loans, except that this restriction
          shall not
                                prohibit (a) the purchase and holding of a
          portion of
                                an issue of publicly distributed debt
          securities,
                                (b) the lending of portfolio securities
          (provided
                                that the loan is secured continuously by
          collateral
                                consisting of U.S. Government securities or
          cash or
                                cash equivalents maintained on daily
          marked-to-market
                                basis in an amount at least equal to the
          current
                                market value of the securities loaned), or
          (c) entry
                                into repurchase agreements with banks or
          broker-
                                dealers;

                         (vi)   Borrow money, except as a temporary measure
          for
                                extraordinary or emergency purposes or
          except in
                                connection with reverse repurchase
          agreements
                                provided that the Fund maintains net asset
          coverage
                                of at least 300% for all borrowings;

                         (vii)  Mortgage, pledge, hypothecate or in any
          manner












                                transfer, as security for indebtedness, any
                                securities owned or held by the Fund
          (except as may
                                be necessary in connection with permitted
          borrowings
                                and then not in excess of 20% of the Fund's
          total
                                assets); provided, however, this does not
          prohibit
                                escrow, collateral or margin arrangements
          in
                                connection with its use of options, short
          sales,
                                futures contracts and options on future
          contracts;

                         (viii) Purchase the securities of issuers
          conducting their
                                principal business activities in the same
          industry if
                                immediately after such purchase the value
          of the
                                Fund's investments in such industry would
          exceed 25%
                                of the value of the total assets of the
          Fund;

                         (ix)   Act as an underwriter of securities;

                         (x)    Make short sales of securities or maintain
          a short
                                position; or

                         (xii)  Issue senior securities, except insofar as
          the Fund
                                may be deemed to have issued a senior
          security in
                                connection with any repurchase agreement or
          any
                                permitted borrowing.


                                         ADDITIONAL RESTRICTIONS

                         The Fund has adopted the following additional
          restrictions,
                    which are not fundamental and which may be changed
          without























                    shareholder approval, to the extent permitted by
          applicable law,
                    regulation or regulatory policy.

                         Under these restrictions, the Fund may not:

                         (i)    purchase or sell real estate limited
          partnership
                                interests; 

                         (ii)   purchase or sell interests in oil, gas and
          mineral
                                leases (other than securities of companies
          that
                                invest in or sponsor such programs);

                         (iii)  purchase or retain securities of any
          company if, to
                                the knowledge of the Trust, officers and
          Trustees of
                                the Trust and officers and directors of the
          Manager,
                                Mackenzie Investment Management Inc.
          ("MIMI") or
                                Mackenzie Financial Corporation ("MFC") who
                                individually own more than 1/2 of 1% of the
                                securities of that company together own
          beneficially
                                more than 5% of such securities;

                         (iv)   purchase any security if as a result the
          Fund would
                                then have more than 5% of its total assets
          (taken at
                                current value) invested in securities of
          companies
                                (including predecessors) less than three
          years old;

                          (v)   invest more than 10% of its net assets
          taken at
                                market value at the time of the investment
          in
                                "illiquid securities" and the Fund may not
          invest
                                more than 5% of its total assets in
          restricted
                                securities; Illiquid securities may include
                                securities subject to legal or contractual












                                restrictions on resale (including private
                                placements), repurchase agreements maturing
          in more
                                than seven days, certain options traded
          over the
                                counter that the Fund has purchased,
          securities being
                                used to cover certain options that the Fund
          has
                                written, securities for which market
          quotations are
                                not readily available, or other securities
          which
                                legally or in the Manager's opinion,
          subject to the
                                Board's supervision, may be deemed
          illiquid, but
                                shall not include any instrument that, due
          to the
                                existence of a trading market, to the
          Fund's
                                compliance with certain conditions intended
          to
                                provide liquidity, or to other factors, is
          liquid;

                         (vi)   purchase securities of other investment
          companies,
                                except in connection with a merger,
          consolidation or
                                sale of assets, and except that the Fund
          may purchase
                                shares of other investment companies
          subject to such
                                restrictions as may be imposed by the
          Investment
                                Company Act of 1940 (the "1940 Act") and
          rules
                                thereunder or by any state in which shares
          of the
                                Fund are registered;

























                         Whenever an investment objective, policy or
          restriction set
                    forth in the Prospectus or this SAI states a maximum
          percentage
                    of assets that may be invested in any security or other
          asset or
                    describes a policy regarding quality standards, such
          percentage
                    limitation or standard shall, unless otherwise
          indicated, apply
                    to the Fund only at the time a transaction is entered
          into. 
                    Accordingly, if a percentage limitation is adhered to
          at the time
                    of investment, a later increase or decrease in the
          percentage
                    which results from circumstances not involving any
          affirmative
                    action by the Fund, such as a change in market
          conditions or a
                    change in the Fund's asset level or other circumstances
          beyond
                    the Fund's control, will not be considered a violation.


                                     ADDITIONAL RIGHTS AND PRIVILEGES

                         The Trust offers to investors, and (except as
          noted below)
                    bears the cost of providing, the following rights and
          privileges. 
                    The Trust reserves the right to amend or terminate any
          one or
                    more of such rights and privileges.  Notice of
          amendments to or
                    terminations of rights and privileges will be provided
          to
                    shareholders in accordance with applicable law.

                         Certain of the rights and privileges described
          below
                    reference other funds distributed by MIFDI, which funds
          are not
                    described in this Statement of Additional Information. 
          These
                    funds are: Ivy Growth Fund, Ivy Growth with Income
          Fund, Ivy
                    Emerging Growth Fund, Ivy International Fund, Ivy China
          Region
                    Fund, Ivy Latin America Strategy Fund, Ivy New Century
          Fund, Ivy
                    Canada Fund, Ivy Global Fund, Ivy Bond Fund, Ivy
          Short-Term Bond













                    Fund, and Ivy Money Market Fund, the other twelve
          series of Ivy
                    Fund; Mackenzie California Municipal Fund, Mackenzie
          Florida
                    Limited Term Municipal Fund, Mackenzie Limited Term
          Municipal
                    Fund, Mackenzie National Municipal Fund and Mackenzie
          New York
                    Municipal Fund, the five series of Mackenzie Series
          Trust
                    (collectively, with the Fund, the "Ivy Mackenzie
          Funds"). 
                    Investors should obtain a current prospectus before
          exercising
                    any right or privilege that may relate to these funds.

                    AUTOMATIC INVESTMENT METHOD

                         The Automatic Investment Method is available for
          Class A,
                    Class B and Class C shareholders of the Fund.  The
          minimum
                    initial and subsequent investment pursuant to this plan
          is $50
                    per month, except in the case of a tax-qualified
          retirement plan
                    for which the minimum initial and subsequent investment
          is $25
                    per month.  The Automatic Investment Method may be
          discontinued
                    at any time upon receipt by the Mackenzie Ivy Investor
          Services
                    Corp. ("MIISC") of telephone instructions or written
          notice to
                    MIISC from the investor.  See "Automatic Investment
          Method" in
                    the Account Application in the Fund's Prospectus.    















                    EXCHANGE OF SHARES













                         As described in the Fund's Prospectus,
          shareholders of the
                    Fund have an exchange privilege with certain other Ivy
          and
                    Mackenzie Funds.  Before effecting an exchange,
          shareholders of
                    the Fund should obtain and read the currently effective
                    prospectus for the Ivy or Mackenzie Fund into which the
          exchange
                    is to be made.

                         INITIAL SALES CHARGE SHARES.  Class A shareholders
          may
                    exchange their Class A shares ("outstanding Class A
          shares") for
                    Class A shares of another Ivy or Mackenzie Fund (or for
          shares of
                    another Ivy or Mackenzie Fund that currently offers
          only a single
                    class of shares) ("new Class A Shares") on the basis of
          the
                    relative net asset value per Class A share, plus an
          amount equal
                    to the difference, if any, between the sales charge
          previously
                    paid on the outstanding Class A shares and the sales
          charge
                    payable at the time of the exchange on the new Class A
          shares. 
                    (The additional sales charge will be waived for
          outstanding
                    Class A shares that have been invested for a period of
          12 months
                    or longer.)  Class A shareholders may also exchange
          their Class A
                    shares for Class A shares of Ivy Money Market Fund (no
          initial
                    sales charge will be assessed at the time of such an
          exchange).

                         CONTINGENT DEFERRED SALES CHARGE SHARES. CLASS A: 
          Class A
                    shareholders may exchange their Class A shares that are
          subject
                    to a contingent deferred sales charge ("CDSC"), as
          described in
                    the Prospectus, ("outstanding Class A shares"), for
          Class A
                    shares of another Ivy or Mackenzie Fund (or for shares
          of another
                    Ivy or Mackenzie Fund that currently offers only a
          single class
                    of shares) ("new Class A shares") on the basis of the
          relative












                    net asset value per Class A share, without the payment
          of any
                    CDSC that would otherwise be due upon the redemption of
          the
                    outstanding Class A shares.  Class A shareholders of
          the Fund
                    exercising the exchange privilege will continue to be
          subject to
                    the Fund's CDSC schedule (or period) following an
          exchange if
                    such schedule is higher (or such period is longer) than
          the CDSC
                    schedule (or period), if any, applicable to the new
          Class A
                    shares.

                         Class A shares of the Fund acquired through an
          exchange of
                    Class A shares of another Ivy or Mackenzie Fund subject
          to a CDSC
                    will be subject to the Fund's CDSC schedule (or period)
          if such
                    schedule is higher (or such period is longer) than the
          CDSC
                    schedule (or period) applicable to the Ivy or Mackenzie
          Fund from
                    which the exchange was made.  

                         For purposes of computing the CDSC that may be
          payable upon
                    the redemption of the new Class A shares, the holding
          period of
                    the outstanding Class A shares is "tacked" onto the
          holding
                    period of the new Class A shares.

                         CLASS B:  Class B shareholders may exchange their
          Class B
                    shares ("outstanding Class B shares") for Class B
          shares of












                    another Ivy or Mackenzie Fund ("new Class B shares") on
          the basis












                    of the relative net asset value per Class B share,
          without the
                    payment of any CDSC that would otherwise be due upon
          the
                    redemption of the outstanding Class B shares.  Class B
                    shareholders of the Fund exercising the exchange
          privilege will
                    continue to be subject to the Fund's CDSC schedule (or
          period)
                    following an exchange if such schedule is higher (or
          such period
                    is longer) than the CDSC schedule (or period)
          applicable to the
                    new Class B shares.  

                         Class B shares of the Fund acquired through an
          exchange of
                    Class B shares of another Ivy or Mackenzie Fund will be
          subject
                    to the Fund's CDSC schedule (or period) if such
          schedule is
                    higher (or such period is longer) than the CDSC
          schedule (or
                    period) applicable to the Ivy or Mackenzie Fund from
          which the
                    exchange was made.  

                         For purposes of both the conversion feature and
          computing
                    the CDSC that may be payable upon the redemption of the
          new
                    Class B shares (prior to conversion), the holding
          period of the
                    outstanding Class B shares is "tacked" onto the holding
          period of
                    the new Class B shares.

                         The following CDSC table ("Table 1") applies to
          Class B
                    shares of the Fund, Ivy Growth Fund, Ivy Growth with
          Income Fund,
                    Ivy Emerging Growth Fund, Ivy International Fund, Ivy
          China
                    Region Fund, Ivy Latin America Strategy Fund, Ivy New
          Century
                    Fund, Mackenzie California Municipal Fund, Mackenzie
          National
                    Municipal Fund, Mackenzie New York Municipal Fund, Ivy
          Canada
                    Fund, Ivy Bond Fund and Ivy Global Fund ("Table 1
          Funds"):

                                                       CONTINGENT DEFERRED
          SALES












                                                       CHARGE AS A
          PERCENTAGE OF
                         YEAR SINCE PURCHASE           DOLLAR AMOUNT
          SUBJECT TO
                                                       CHARGE

                         First                                   5%
                         Second                                  4%
                         Third                                   3%
                         Fourth                                  3%
                         Fifth                                   2%
                         Sixth                                   1%
                         Seventh and thereafter                  0%

                         The following CDSC table ("Table 2") applies to
          Class B
                    shares of Mackenzie Florida Limited Term Municipal
          Fund, Ivy
                    Short-Term Bond Fund and Mackenzie Limited Term
          Municipal Fund
                    ("Table 2 Funds"):

                                                       CONTINGENT DEFERRED
          SALES
                                                       CHARGE AS A
          PERCENTAGE OF
                         YEAR SINCE PURCHASE           DOLLAR AMOUNT
          SUBJECT TO
                                                       CHARGE













                         First                                   3%
                         Second                                  2 1/2%
                         Third                                   2%
                         Fourth                                  1 1/2%
                         Fifth                                   1%
                         Sixth and thereafter                    0%

                         The CDSC schedule for Table 1 Funds is higher (and
          the
                    period is longer) than the CDSC schedule (and period)
          for Table 2
                    Funds.  












                         If a shareholder exchanges Class B shares of a
          Table 1 Fund
                    for Class B shares of a Table 2 Fund, Table 1 will
          continue to
                    apply to the Class B shares following the exchange. 
          For example,
                    an investor may decide to exchange Class B shares of a
          Table 1
                    Fund ("outstanding Class B shares") for Class B shares
          of a Table
                    2 Fund ("new Class B shares") after having held the
          outstanding
                    Class B shares for two years.  The 4% CDSC that
          generally would
                    apply to a redemption of outstanding Class B shares
          held for two
                    years would not be deducted at the time of the
          exchange.  If,
                    three years later, the investor redeems the new Class B
          shares, a
                    2% CDSC will be assessed upon the redemption because by
          "tacking"
                    the two year holding period of the outstanding Class B
          shares
                    onto the three year holding period of the new Class B
          shares, the
                    investor will be deemed to have held the new Class B
          shares for
                    five years.

                         If a shareholder exchanges Class B shares of a
          Table 2 Fund
                    for Class B shares of a Table 1 Fund, Table 1 will
          apply to the
                    Class B shares following the exchange.  For example, an
          investor
                    may decide to exchange Class B shares of a Table 2 Fund
                    ("outstanding Class B shares") for Class B shares of a
          Table 1
                    Fund ("new Class B shares") after having held the
          outstanding
                    Class B shares for two years.  The 3% CDSC that
          generally would
                    apply to a redemption of outstanding Class B shares
          held for two
                    years would not be deducted at the time of the
          exchange.  If,
                    three years later, the investor redeems the new Class B
          shares, a
                    2% CDSC will be assessed upon the redemption because by
          "tacking"
                    the two year holding period of the outstanding Class B
          shares













                    onto the three year holding period of the new Class B
          shares, the
                    investor will be deemed to have held the new Class B
          shares for
                    five years.

                       CLASS C SHARES.  Class C shareholders may exchange
          their
                    Class C shares ("outstanding Class C shares") for Class
          C shares
                    of another Ivy or Mackenzie Fund ("new Class C shares")
          on the
                    basis of the relative net asset value per Class C
          share, without
                    the payment of any CDSC that would otherwise be due
          upon the
                    redemption of the outstanding Class C shares.  (Class C
          shares
                    are subject to a CDSC of 1% if such shares are redeemed
          within
                    one year of the date of purchase of such shares.)    

                         The minimum amount which may be exchanged into a
          fund of the
                    Ivy Mackenzie Funds in which shares are not already
          held is












                    $1,000.  No exchange out of the Fund (other than by a
          complete
                    exchange of all shares of the Fund) may be made if it
          would
                    reduce the shareholder's interest in the Fund to less
          than
                    $1,000.  Exchanges are available only in states where
          the
                    exchange can be legally made.
                     
                         Each exchange will be made on the basis of the
          relative net
                    asset values per share of each fund of the Ivy
          Mackenzie Funds
                    next computed following receipt of telephone
          instructions by












                    MIISC or a properly executed request by MIISC. 
          Exchanges,
                    whether written or telephonic, must be received by
          MIISC by the
                    close of regular trading on the New York Stock Exchange
          (the
                    "Exchange") (normally 4:00 p.m., eastern time), to
          receive the
                    price computed on the day of receipt; exchange requests
          received
                    after that time will receive the price next determined
          following
                    receipt of the request.  This exchange privilege may be
          modified
                    or terminated at any time, upon at least 60 days'
          notice when
                    such notice is required by Securities and Exchange
          Commission
                    ("SEC") rules.  See "Redemptions."

                         An exchange of shares in any fund of the Ivy
          Mackenzie Funds
                    for shares in another fund will result in a taxable
          gain or loss. 
                    Generally, any such taxable gain or loss will be a
          capital gain
                    or loss (long-term or short-term, depending on the
          holding period
                    of the shares) in the amount of the difference between
          the net
                    asset value of the shares surrendered and the
          shareholder's tax
                    basis for those shares.  However, in certain
          circumstances,
                    shareholders will be ineligible to take sales charges
          into
                    account in computing taxable gain or loss on an
          exchange.  See
                    "Taxation."

                         With limited exceptions, gain realized by a
          tax-deferred
                    retirement plan will not be taxable to the plan and
          will not be
                    taxed to the participant until distribution.  Each
          investor
                    should consult his or her tax adviser regarding the tax
                    consequences of an exchange transaction.

                    LETTER OF INTENT

                         Reduced sales charges apply to initial investments
          in













                    Class A shares of the Fund made pursuant to a
          non-binding Letter
                    of Intent.  A Letter of Intent may be submitted by an
          individual,
                    his or her spouse and children under the age of 21 or a
          trustee
                    or other fiduciary of a single trust estate or single
          fiduciary
                    account.  See the Account Application in the Fund's
          Prospectus. 
                    Any investor may submit a Letter of Intent stating that
          he or she
                    will invest, over a period of 13 months, at least
          $100,000 in
                    Class A shares of the Fund.  A Letter of Intent may be
          submitted
                    at the time of an initial purchase of Class A shares of
          the Fund
                    or within 90 days of the initial purchase, in which
          case the
                    Letter of Intent will be back dated.  A shareholder may
          include
                    the value (at the applicable offering price) of all
          Class A
                    shares of the Fund, Ivy Growth Fund, Ivy Growth with
          Income Fund,
                    Ivy Emerging Growth Fund, Ivy International Fund, Ivy
          China












                    Region Fund, Ivy Latin America Strategy Fund, Ivy New
          Century
                    Fund, Ivy Canada Fund, Ivy Bond Fund, Ivy Short-Term
          Bond Fund,
                    Ivy Global Fund, Mackenzie National Municipal Fund,
          Mackenzie
                    California Municipal Fund, Mackenzie Florida Limited
          Term
                    Municipal Fund, Mackenzie Limited Term Municipal Fund
          and
                    Mackenzie New York Municipal Fund (and shares that have
          been
                    exchanged into Ivy Money Market Fund from any of the
          other funds












                    in the Ivy Mackenzie Funds), held of record by him or
          her as of
                    the date of his or her Letter of Intent as an
          accumulation credit
                    toward the completion of such Letter.  During the term
          of the
                    Letter of Intent, the Fund's transfer agent will hold
          Class A
                    shares representing 5% of the indicated amount (less
          any
                    accumulation credit value) in escrow.  The escrowed
          Class A
                    shares will be released when the full indicated amount
          has been
                    purchased.  If the full indicated amount is not
          purchased during
                    the term of the Letter of Intent, the investor is
          required to pay
                    MIFDI an amount equal to the difference between the
          dollar amount
                    of sales charge which he or she has paid and that which
          he or she
                    would have paid on his or her aggregate purchases if
          the total of
                    such purchases had been made at a single time.  Such
          payment will
                    be made by an automatic liquidation of Class A shares
          in the
                    escrow account.  A Letter of Intent does not obligate
          the
                    investor to buy or the Trust to sell the indicated
          amount of
                    Class A shares and the investor should read carefully
          all the
                    provisions thereof before signing.

                    RETIREMENT PLANS

                         Shares may be purchased in connection with several
          types of
                    tax-deferred retirement plans.  Shares of more than one
          fund
                    distributed by MIFDI may be purchased in a single
          application
                    establishing a single plan account, and shares held in
          such an
                    account may be exchanged among the funds in the Ivy
          Mackenzie
                    Funds in accordance with the terms of the applicable
          plan and the
                    exchange privilege available to all shareholders. 
          Initial and
                    subsequent purchase payments in connection with
          tax-deferred












                    retirement plans must be at least $25 per participant.

                         The following fees will be charged to individual
          shareholder
                    accounts as described in the retirement prototype plan
          document:

                         Retirement Plan New Account Fee         no fee
                         Retirement Plan Annual Maintenance Fee  $10.00 per
          account

                    For shareholders whose retirement accounts are
          diversified across
                    several funds of the Ivy Mackenzie Funds, the annual
          maintenance
                    fee will be limited to not more than $20.

                         The following discussion describes in general
          terms the tax
                    treatment of certain tax-deferred retirement plans
          under current
                    Federal income tax law.  State income tax consequences
          may vary. 
                    An individual considering the establishment of a
          retirement plan
                    should consult with an attorney and/or an accountant
          with respect
                    to the terms and tax aspects of the plan.












                         INDIVIDUAL RETIREMENT ACCOUNTS:  Shares of the
          Trust may be
                    used as a funding medium for an Individual Retirement
          Account
                    ("IRA").  Eligible individuals may establish an IRA by
          adopting a
                    model custodial account available from MIISC, which may
          impose a
                    charge for establishing the account.  Individuals may
          wish to
                    consult their tax advisers before investing IRA assets
          in a fund
                    which primarily distributes exempt-interest dividends.













                         An individual who has not reached age 70-1/2 and
          who
                    receives compensation or earned income is eligible to
          contribute
                    to an IRA, whether or not he or she is an active
          participant in a
                    retirement plan.  An individual who receives a
          distribution from
                    another IRA, a qualified retirement plan, a qualified
          annuity
                    plan or a tax-sheltered annuity or custodial account
          ("403(b)
                    plan") that qualifies for "rollover" treatment is also
          eligible
                    to establish an IRA by rolling over the distribution
          either
                    directly or within 60 days after its receipt.  Tax
          advice should
                    be obtained in connection with planning a rollover
          contribution
                    to an IRA.

                         In general, an eligible individual may contribute
          up to the
                    lesser of $2,000 or 100% of his or her compensation or
          earned
                    income to an IRA each year.  If a husband and wife are
          both
                    employed, and both are under age 70-1/2, each may set
          up his or
                    her own IRA within these limits.  If both earn at least
          $2,000
                    per year, the maximum potential contribution is $4,000
          per year
                    for both.  However, if one spouse has (or elects to be
          treated as
                    having) no earned income for IRA purposes for a year,
          the other
                    spouse may contribute to an IRA on his or her behalf. 
          In such a
                    case, the working spouse may contribute up to the
          lesser of
                    $2,250 or 100% or his or her compensation or earned
          income for
                    the year to IRAs for both spouses, provided that no
          more than
                    $2,000 is contributed to the IRA of one spouse. 
          Rollover
                    contributions are not subject to these limits.

                         An individual may deduct his or her annual
          contributions to
                    an IRA in computing his or her Federal income tax
          within the












                    limits described above, provided he or she (or his or
          her spouse,
                    if they file a joint Federal income tax return) is not
          an active
                    participant in a qualified retirement plan (such as a
          qualified
                    corporate, sole proprietorship, or partnership pension,
          profit
                    sharing, 401(k) or stock bonus plan), qualified annuity
          plan,
                    403(b) plan, simplified employee pension, or government
          plan.  If
                    he or she (or his or her spouse) is an active
          participant, a full
                    deduction is only available if he or she has adjusted
          gross
                    income that is less than a specified level ($40,000 for
          married
                    couples filing a joint return, $25,000 for single
          individuals,
                    and $0 for a married individual filing a separate
          return).  The
                    deduction is phased out ratably for active participants
          with
                    adjusted gross income between certain levels ($40,000
          and $50,000
                    for married individuals filing a joint return, $25,000
          and
                    $35,000 for single individuals, and $0 and $10,000 for
          married
                    individuals filing separate returns).  Individuals with
          income
                    above the specified phase-out level may not deduct
          their IRA












                    contributions.  Rollover contributions are not
          includable in
                    income for Federal income tax purposes and therefore
          are not
                    deductible from it.

                         Generally, earnings on an IRA are not subject to
          current












                    Federal income tax until distributed.  Distributions
          attributable
                    to tax-deductible contributions and to IRA earnings are
          taxed as
                    ordinary income.  Distributions of non-deductible
          contributions
                    are not subject to Federal income tax.  In general,
          distributions
                    from an IRA to an individual before he or she reaches
          age 59-1/2
                    are subject to a nondeductible penalty tax equal to 10%
          of the
                    taxable amount of the distribution.  The 10% penalty
          tax does not
                    apply to amounts withdrawn from an IRA after the
          individual
                    reaches age 59-1/2, becomes disabled or dies, or if
          withdrawn in
                    the form of substantially equal payments over the life
          or life
                    expectancy of the individual and his or her designated
                    beneficiary, if any.  Distributions must begin to be
          withdrawn
                    not later than April 1 of the calendar year following
          the
                    calendar year in which the individual reaches age
          70-1/2. 
                    Failure to take certain minimum required distributions
          will
                    result in the imposition of a 50% non-deductible
          penalty tax. 
                    Extremely large distributions in any one year from an
          IRA (or
                    from an IRA and other retirement plans) may also result
          in a
                    penalty tax.

                         QUALIFIED PLANS:  For those self-employed
          individuals who
                    wish to purchase shares of one or more of the funds in
          the Ivy
                    Mackenzie Funds through a qualified retirement plan, a
          Custodial
                    Agreement and a Retirement Plan are available from
          MIISC.  The
                    Retirement Plan may be adopted as a profit sharing plan
          or a
                    money purchase pension plan.  A profit sharing plan
          permits an
                    annual contribution to be made in an amount determined
          each year
                    by the self-employed individual within certain limits
          prescribed
                    by law.  A money purchase pension plan requires annual












                    contributions at the level specified in the Custodial
          Agreement. 
                    There is no set-up fee for qualified plans and the
          annual
                    maintenance fee is $20.00 per account.

                         In general, if a self-employed individual has any
          common law
                    employees, employees who have met certain minimum age
          and service
                    requirements must be covered by the Retirement Plan.  A
          self-
                    employed individual generally must contribute the same
          percentage
                    of income for common law employees as for himself or
          herself.

                         A self-employed individual may contribute up to
          the lesser
                    of $30,000 or 25% of compensation or earned income to a
          money
                    purchase pension plan or to a combination profit
          sharing and
                    money purchase pension plan arrangement each year on
          behalf of
                    each participant.  To be deductible, total
          contributions to a
                    profit sharing plan generally may not exceed 15% of the
          total
                    compensation or earned income of all participants in
          the plan,
                    and total contributions to a combination money
          purchase-profit
                    sharing arrangement generally may not exceed 25% of the
          total
                    compensation or earned income of all participants.  The
          amount of












                    compensation or earned income of any one participant
          that may be
                    taken into account under the plan is limited (generally
          to













                    $150,000 for benefits accruing in plan years beginning
          after
                    1993, with annual inflation adjustments).  A
          self-employed
                    individual's contributions to a retirement plan on his
          or her own
                    behalf must be deducted in computing his or her earned
          income.

                         Corporate employers may also adopt the Custodial
          Agreement
                    and Retirement Plan for the benefit of their eligible
          employees. 
                    Similar contribution and deduction rules apply to
          corporate
                    employers.

                         Distributions from the Retirement Plan generally
          are made
                    after a participant's separation from service.  A 10%
          penalty tax
                    generally applies to distributions to an individual
          before he or
                    she reaches age 59-1/2, unless the individual (1) has
          reached age
                    55 and separated from service; (2) dies; (3) becomes
          disabled;
                    (4) uses the withdrawal to pay tax-deductible medical
          expenses;
                    (5) takes the withdrawal as part of a series of
          substantially
                    equal payments over his or her life expectancy or the
          joint life
                    expectancy of himself or herself and a designated
          beneficiary; or
                    (6) rolls over the distribution.

                         The Fund's transfer agent will furnish custodial
          services to
                    the employer and the employees, if any are included as
                    participants.

                         DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
          CHARITABLE
                    ORGANIZATIONS ("403(B)(7) ACCOUNT"):  Section 403(b)(7)
          of the
                    Internal Revenue Code of 1986, as amended (the "Code"),
          permits
                    public school systems and certain charitable
          organizations to use
                    mutual fund shares held in a custodial account to fund
          deferred
                    compensation arrangements with their employees.  A
          custodial












                    account agreement is available for those employers
          whose
                    employees wish to purchase shares of the Trust in
          conjunction
                    with such an arrangement.  Sales charges for such
          purchases are
                    the same as those set forth under "Initial Sales Charge
                    Alternative -- Class A Shares" in the Prospectus.  The
          special
                    application for a 403(b)(7) Account is available from
          MIISC.

                         Distributions from the 403(b)(7) Account may be
          made only
                    following death, disability, separation from service,
          attainment
                    of age 59-1/2, or incurring a financial hardship.  A
          10% penalty
                    tax generally applies to distributions to an individual
          before he
                    or she reaches age 59-1/2, unless the individual has
          (1) reached
                    age 55 and separated from service; (2) died or become
          disabled;
                    (3) used the withdrawal to pay tax-deductible medical
          expenses;
                    (4) taken the withdrawal as part of a series of
          substantially
                    equal payments over his or her life expectancy or the
          joint life
                    expectancy of himself or herself and a designated
          beneficiary; or
                    (5) rolled over the distribution.  There is no set-up
          fee for
                    403(b)(7) Accounts and the annual maintenance fee is
          $20.00.














                         SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAS:  An
          employer may
                    deduct contributions to a SEP up to the lesser of
          $30,000 or 15%












                    of compensation.  SEP accounts generally are subject to
          all rules
                    applicable to IRA accounts, except the deduction
          limits, and are
                    subject to certain employee participation requirements.

                    REINVESTMENT PRIVILEGE

                         Investors who have redeemed Class A shares of the
          Fund may
                    reinvest all or a part of the proceeds of the
          redemption back
                    into Class A shares of the Fund at net asset value
          (without a
                    sales charge) within 60 days from the date of
          redemption.  This
                    privilege may be exercised only once.  The reinvestment
          will be
                    made at the net asset value next determined after
          receipt by
                    MIISC of the reinvestment order accompanied by the
          funds to be
                    reinvested.  No compensation will be paid to any sales
          personnel
                    or dealer in connection with the transaction.

                         Any redemption is a taxable event.  A loss
          realized on a
                    redemption generally may be disallowed for tax purposes
          if the
                    reinvestment privilege is exercised within 30 days
          after the
                    redemption.  In certain circumstances, shareholders
          will be
                    ineligible to take sales charges into account in
          computing
                    taxable gain or loss on a redemption if the
          reinvestment
                    privilege is exercised.  See "Taxation."

                    RIGHTS OF ACCUMULATION

                         A scale of reduced sales charges applies to any
          investment
                    of $100,000 or more in Class A shares of the Fund.  See
          "Initial
                    Sales Charge Alternative -- Class A Shares" in the
          Prospectus for
                    the Fund.  The reduced sales charge is applicable to
          investments
                    made at one time by an individual, his or her spouse
          and children
                    under the age of 21, or a trustee or other fiduciary of
          a single












                    trust estate or single fiduciary account (including a
          pension,
                    profit sharing or other employee benefit trust created
          pursuant
                    to a plan qualified under Section 401 of the Code).  It
          is also
                    applicable to current purchases of all of the funds in
          the Ivy
                    Mackenzie Funds (except Ivy Money Market Fund) by any
          of the
                    persons enumerated above, where the aggregate quantity
          of Class A
                    shares of the Fund, Ivy Growth Fund, Ivy Growth with
          Income Fund,
                    Ivy Emerging Growth Fund, Ivy International Fund, Ivy
          China
                    Region Fund, Ivy Latin America Strategy Fund, Ivy New
          Century
                    Fund, Ivy Short-Term Bond Fund, Ivy Canada Fund, Ivy
          Bond Fund,
                    Ivy Global Fund, Mackenzie National Municipal Fund,
          Mackenzie
                    California Municipal Fund, Mackenzie New York Municipal
          Fund,
                    Mackenzie Florida Limited Term Municipal Fund and
          Mackenzie
                    Limited Term Municipal Fund (and shares that have been
          exchanged
                    into Ivy Money Market Fund from any of the other funds
          in the Ivy
                    Mackenzie Funds) and of any other investment company
          distributed
                    by MIFDI, previously purchased or acquired and
          currently owned,
                    determined at the higher of current offering price or
          amount
                    invested, plus the Class A shares being purchased,
          amounts to
                    $50,000 or more for the Fund, Ivy Growth Fund, Ivy
          Growth with












                    Income Fund, Ivy Emerging Growth Fund, Ivy
          International Fund,












                    Ivy China Region Fund, Ivy Latin America Strategy Fund,
          Ivy New
                    Century Fund, Ivy Canada Fund and Ivy Global Fund;
          $100,000 or
                    more for the Ivy Bond Fund, Mackenzie National
          Municipal Fund,
                    Mackenzie California Municipal Fund and Mackenzie New
          York
                    Municipal Fund; $25,000 or more for Mackenzie Florida
          Limited
                    Term Municipal Fund and Mackenzie Limited Term
          Municipal Fund; or
                    $1,000,000 or more for Ivy Short-Term Bond Fund. 

                         At the time an investment takes place, MIISC must
          be
                    notified by the investor or his or her dealer that the
          investment
                    qualifies for the reduced charge on the basis of
          previous
                    investments.  The reduced charge is subject to
          confirmation of
                    the investor's holdings through a check of the Fund's
          records.

                    SYSTEMATIC WITHDRAWAL PLAN

                         A shareholder may establish a Systematic
          Withdrawal Plan (a
                    "Withdrawal Plan") by telephone instructions to MIISC
          or by
                    delivery to MIISC of a written election to so redeem,
          accompanied
                    by a surrender to MIISC of all share certificates then
                    outstanding in the name of such shareholder, properly
          endorsed by
                    him or her.  To be eligible, a shareholder must have at
          least
                    $5000 in the shareholder's account.  A Withdrawal Plan
          may not be
                    established if the investor is currently participating
          in the
                    Automatic Investment Method.  A Withdrawal Plan may
          involve the
                    use of principal and, to the extent that it does,
          depending on
                    the amount withdrawn, the investor's principal may be
          depleted.

                         A redemption under a Withdrawal Plan is a taxable
          event. 
                    Investors contemplating participation in a Withdrawal
          Plan should
                    consult their tax advisers.












                         Additional investments made by investors
          participating in a
                    Withdrawal Plan must equal at least $1,000 each while
          the
                    Withdrawal Plan is in effect.  Making additional
          purchases while
                    a Withdrawal Plan is in effect may be disadvantageous
          to the
                    investor because of applicable initial sales charge or
          CDSCs.

                         An investor may terminate his or her participation
          in a
                    Withdrawal Plan at any time by delivering written
          notice to
                    MIISC.  If all shares held by the investor are
          liquidated at any
                    time, the Withdrawal Plan will terminate automatically. 
          The
                    Trust or MIISC may terminate the Withdrawal Plan option
          at any
                    time after reasonable notice to shareholders.

                                           BROKERAGE ALLOCATION

                         Subject to the overall supervision of the
          President and the
                    Board of Trustees of the Trust, IMI places orders for
          the
                    purchase and sale of the Fund's portfolio securities. 
          All
                    portfolio transactions are effected at the best price
          and
                    execution obtainable.  Purchases and sales of debt
          securities are
                    usually principal transactions and, therefore,
          brokerage












                    commissions are usually not required to be paid by the
          Fund for
                    such purchases and sales, although the price paid
          generally













                    includes undisclosed compensation to the dealer.  The
          prices paid
                    to underwriters of newly-issued securities usually
          include a
                    concession paid by the issuer to the underwriter, and
          purchases
                    of after-market securities from dealers normally
          reflect the
                    spread between the bid and asked prices.  In connection
          with OTC
                    transactions, IMI attempts to deal directly with the
          principal
                    market makers, except in those circumstances where it
          believes
                    that better prices and execution are available
          elsewhere.

                         IMI selects broker-dealers to execute transactions
          and
                    evaluates the reasonableness of commissions on the
          basis of
                    quality, quantity, and the nature of the firms'
          professional
                    services.  Commissions to be charged and the rendering
          of
                    investment services, including statistical, research,
          and
                    counseling services by brokerage firms, are factors to
          be
                    considered in placing of brokerage business.   The
          types of
                    research services provided by brokers may include
          general
                    economic and industry data, and information on
          securities of
                    specific companies.  Research services furnished by
          brokers
                    through whom the Trust effect securities transactions
          may be used
                    by IMI in servicing all of its accounts.  In addition,
          not all of
                    these services may be used by IMI in connection with
          the services
                    it provides to the Fund or the Trust.  IMI may consider
          sales of
                    shares of the Fund as a factor in the selection of
          broker-dealers
                    and may select broker-dealers who provide it with
          research
                    services.  IMI will not, however, execute brokerage
          transactions
                    other than at the best price and execution.














                         As of April 30, 1996, the Fund has not commenced
          operations
                    and thus has not paid any brokerage commissions.    

                         The Fund may, under some circumstances, accept
          securities in
                    lieu of cash as payment for Fund shares.  The Fund will
          consider
                    accepting securities only to increase its holdings in a
          portfolio
                    security or to take a new portfolio position in a
          security that
                    IMI deems to be a desirable investment for the Fund. 
          While no
                    minimum has been established, it is expected that the
          Fund will
                    not accept securities having an aggregate value of less
          than $1
                    million.  The Trust may reject in whole or in part any
          or all
                    offers to pay for Fund shares with securities and may
          discontinue
                    accepting securities as payment for Fund shares at any
          time
                    without notice.  The Trust will value accepted
          securities in the
                    manner and at the same time provided for valuing
          portfolio
                    securities of the Fund, and Fund shares will be sold
          for net
                    asset value determined at the same time the accepted
          securities
                    are valued.  The Trust will accept only securities
          which are
                    delivered in proper form and will not accept securities
          subject
                    to legal restrictions on transfer.  The acceptance of
          securities
                    by the Trust must comply with applicable laws of
          certain states.


























                                          TRUSTEES AND OFFICERS

                         The Trustees and Executive Officers of the Trust,
          their
                    business addresses and principal occupations during the
          past five
                    years are:

                                             POSITION
                                             WITH THE     BUSINESS
          AFFILIATIONS
                    NAME, ADDRESS, AGE       TRUST        AND PRINCIPAL
          OCCUPATIONS

                    John S. Anderegg, Jr.    Trustee      Chairman,
          Dynamics
                    60 Concord Street                     Research Corp.
          instruments
                    Wilmington, MA  01887                 and controls);
          Director,
                    Age: 71                               Burr-Brown Corp.
                                                          (operational
          amplifiers);
                                                          Director,
          Metritage
                                                          Incorporated
          (level
                                                          measuring
          instruments);
                                                          Trustee of
          Mackenzie Series
                                                          Trust
          (1992-present).

                    Paul H. Broyhill         Trustee      Chairman, BMC
          Fund, Inc.
                    800 Hickory Blvd.                     (1983-present);
          Chairman,
                    Golfview Park                         Broyhill Family
          Foundation,
                    Lenoir, NC 28645                      Inc. (1983-
          Present); 
                    Age: 71                               Chairman and
          President,
                                                          Broyhill
          Investments, Inc.
                                                          (1983-present);
          Chairman,
                                                          Broyhill Timber
          Resources
                                                          (1983-present);
          Management
                                                          of a personal
          portfolio of












                                                          fixed-income and
          equity
                                                          investments
          (1983-present);
                                                          Trustee of
          Mackenzie Series
                                                          Trust
          (1988-present);
                                                          Director of The
          Mackenzie
                                                          Funds Inc.
          (1988-1995).

                       Stanley Channick           Trustee   President, The
          Whitestone
                    11 Bala Avenue                        Corporation
          (insurance
                    Bala Cynwyd, PA 19004                 agency);
          President, Scott
                    Age:  71                              Management
          Company
                                                          (administrative
          services
                                                          for insurance
          companies);
                                                          President, The
          Channick
                                                          Group
          (consultants to
                                                          insurance
          companies and
                                                          national trade
                                                          associations);
          Trustee of
                                                          Ivy Fund
          (1984-1993);
                                                          Director of The
          Mackenzie
                                                          Funds Inc.
          (1994-1995).    


























                    Frank W. DeFriece, Jr.   Trustee      Director, Manager
          and Vice
                    322 Seventh Street                    President,
          Massengill-
                    Bristol, TN  37620-2218               DeFriece
          Foundation
                    Age:74                                (charitable
          organization)
                                                          (1950-present);
          Trustee and
                                                          Second Vice
          Chairman, East
                                                          Tennessee Public
                                                          Communications
          Corp. (WSJK-
                                                          TV)
          (1984-present); Trustee
                                                          of Mackenzie
          Series Trust
                                                          (1985-present);
          Director of
                                                          The Mackenzie
          Funds Inc.
                                                          (1987-1995).

                       Roy J. Glauber        Trustee      Mallinckrodt
          Professor of
                                                          Physics, Harvard
                    Age: 70                               University (since
          1974);
                                                          Trustee of Ivy
          Fund (1961-
                                                          1991); Trustee of
          Mackenzie
                                                          Series Trust
          (1994-
                                                          present).    

                    Michael G. Landry        Trustee      President,
          Chairman and
                    700 South Federal Hwy.   and          Director of
          Mackenzie
                    Suite 300                President    Investment
          Management Inc.
                    Boca Raton, FL  33432                 (1987-present);
                    Age: 49*                              President and
          Director of
                    [Deemed to be an                      Ivy Management,
          Inc. (1992-
                    "interested person"                   present);
          Chairman and 
                    of the Trust, as                      Director of
          Mackenzie Ivy













                    defined under the                     Investor Services
          Corp.
                    1940 Act.]                            (1993-present);
          Director
                                                          and President of
          Mackenzie
                                                          Ivy Funds
          Distribution,
                                                          Inc. (1993-1994);
          Chairman
                                                          and Director of
          Mackenzie
                                                          Ivy Funds
          Distribution,
                                                          Inc.
          (1994-present);
                                                          Director and
          President of
                                                          The Mackenzie
          Funds Inc.
                                                          (1987-1995);
          Trustee and
                                                          President of
          Mackenzie
                                                          Series Trust
          (1987-
                                                          present). 

                    Michael R. Peers         Trustee      Chairman of the
          Board,
                    c/o Brattle, Inc.        and          Ivy Management,
          Inc.
                    176 Federal Street,      Chairman     (1984-1991);
          Chairman
                     5th Floor               of the       of the Board, Ivy
          Fund
                    Boston, MA  02110        Board        (1974-present);
          Private
                    Age: 66                               Investor.
                    [Deemed to be an 
                    "interested person"
                    of the Trust, as 
























                    defined under the
                    1940 Act.]

                    Joseph G. Rosenthal      Trustee      Chartered
          Accountant
                    110 Jardin Drive                      (1958-present);
          Trustee
                    Unit #12                              of Mackenzie
          Series
                    Concord, Ontario Canada               Trust
          (1985-present);
                    L4K 2T7                               Director of The
          Mackenzie
                    Age: 61                               Funds Inc.
          (1987-1995).

                    Richard N. Silverman     Trustee      Formerly
          President,
                    18 Bonnybrook Road                    Hy-Sil
          Manufacturing
                    Waban, MA  02168                      Company, a
          division of
                    Age: 71                               Van Leer, U.S.A.,
          Inc.
                                                          (gift packaging
          materials
                                                          and metalized
          film
                                                          products);
          Formerly
                                                          Director, Waters
                                                          Manufacturing Co.
                                                          (manufacturer of
          electronic
                                                          parts); Director,
          Panorama
                                                          Television
          Network.

                    J. Brendan Swan          Trustee      President,
          Airspray
                    4701 North Federal Hwy.               International,
          Inc.;
                    Suite 465                             Joint Managing
          Director,
                    Pompano Beach, FL  33064              Airspray
          International
                    Age: 65                               B.V. (an
          environmentally
                                                          sensitive
          packaging
                                                          company);
          Director, The













                                                          Mackenzie Funds
          Inc. (1992-
                                                          1995); Trustee of
          Mackenzie
                                                          Series Trust
          (1992-
                                                          present).

                    Keith J. Carlson         Vice         Senior Vice
          President
                    700 South Federal Hwy.   President    and Director of
          Mackenzie
                    Suite 300                             Investment
          Management,
                    Boca Raton, FL  33432                 Inc.
          (1994-present);
                    Age: 39                               Senior Vice
          President,
                                                          Secretary and
          Treasurer of
                                                          Mackenzie
          Investment
                                                          Management Inc.
          (1985-
                                                          1994); Senior
          Vice
                                                          President and
          Director of
                                                          Ivy Management,
          Inc. (1994-
                                                          present); Senior
          Vice
                                                          President,
          Treasurer and
                                                          Director of Ivy
          Management,
                                                          Inc. (1992-1994);
          Vice
                                                          President of The
          Mackenzie
                                                          Funds Inc.
          (1987-1995);
                                                          President and
          Director of
                                                          Mackenzie Ivy
          Investor























                                                          Services Corp.
          (1993-
                                                          present); Vice
          President of
                                                          Mackenzie Series
          Trust
                                                          (1994-present);
          Treasurer
                                                          of Mackenzie
          Series Trust
                                                          (1985-1994);
          President and
                                                          Director of
          Mackenzie Ivy
                                                          Funds
          Distribution, Inc.
                                                          (1994-present);
          Executive
                                                          Vice President
          and Director
                                                          of Mackenzie Ivy
          Funds
                                                          Distribution,
          Inc. (1993-
                                                          1994).

                    C. William Ferris        Secretary/   Senior Vice
          President,
                    700 South Federal Hwy.   Treasurer   
          Secretary/Treasurer
                    Suite 300                             and Director of
                    Boca Raton, FL  33432                 Mackenzie
          Investment
                    Age: 51                               Management Inc.
          (1994-
                                                          present); Senior
          Vice
                                                          President,
          Finance and
                                                         
          Administration/Compliance
                                                          Officer of
          Mackenzie
                                                          Investment
          Management Inc.
                                                          (1989-1994);
          Senior Vice
                                                          President,
                                                         
          Secretary/Treasurer and













                                                          Clerk of Ivy
          Management,
                                                          Inc.
          (1994-present); Senior
                                                          Vice President,
          Finance and
                                                         
          Administration/Compliance
                                                          Officer of Ivy
          Management,
                                                          Inc. (1992-1994);
          Senior
                                                          Vice President,
                                                         
          Secretary/Treasurer and
                                                          Clerk of Ivy
          Management,
                                                          Inc. (1989-1994);
          Senior
                                                          Vice President,
                                                         
          Secretary/Treasurer of
                                                          Mackenzie Ivy
          Funds
                                                          Distribution,
          Inc. (1994-
                                                          present);
                                                         
          Secretary/Treasurer and
                                                          Director of
          Mackenzie Ivy
                                                          Funds
          Distribution, Inc.
                                                          (1993-1994);
                                                         
          Secretary/Treasurer and
                                                          Director of
          Mackenzie Ivy
                                                          Investor Services
          Corp.
                                                          (1993-present);
                                                         
          Secretary/Treasurer of The
                                                          Mackenzie Funds
          Inc. (1993-
                                                          1995);
          Secretary/Treasurer
























                                                          of Mackenzie
          Series Trust
                                                          (1994-present).

                         As of March 31, 1996, the Officers and Trustees of
          the Trust
                    as a group owned less than 1% of the outstanding Class
          A, Class
                    B, Class C and Class I shares of the Fund.    

                    PERSONNEL INVESTMENTS BY EMPLOYEES OF IMI

                         Employees of IMI are permitted to make personal
          securities
                    transactions, subject to requirements and restrictions
          set forth
                    in IMI's Code of Ethics.  The Code of Ethics contains
          provisions
                    and requirements designed to identify and address
          certain
                    conflicts of interest between personal investment
          activities and
                    the interests of investment advisory clients such as
          the Fund. 
                    Among other things, the Code of Ethics, which generally
          complies
                    with standards recommended by the Investment Company
          Institute's
                    Advisory Group on Personal Investing, prohibits certain
          types of
                    transactions absent prior approval, imposes time
          periods during
                    which personal transactions may not be made in certain
                    securities, and requires the submission of duplicate
          broker
                    confirmations and monthly reporting of securities
          transactions. 
                    Additional restrictions apply to portfolio managers,
          traders,
                    research analysts and others involved in the investment
          advisory
                    process.  Exceptions to these and other provisions of
          the Code of
                    Ethics may be granted in particular circumstances after
          review by
                    appropriate personnel.


















































                                             COMPENSATION TABLE
                                                 IVY FUND
                                  (FISCAL YEAR ENDED DECEMBER 31, 1995)

                                                                          
          TOTAL
                                                 PENSION OR               
          COMPENSA-
                                                 RETIREMENT               
          TION FROM
                                                 BENEFITS   ESTIMATED     
          TRUST AND
                                      AGGREGATE  ACCRUED AS ANNUAL        
          FUND COM-
                                      COMPENSA-  PART OF    BENEFITS      
          PLEX PAID
                    NAME,             TION       FUND       UPON          
          TO  













                    POSITION          FROM TRUST EXPENSES   RETIREMENT    
          TRUSTEES

                    John S.           7,112      N/A        N/A           
          8,000
                     Anderegg, Jr.
                    (Trustee)

                    Paul H.           7,112      N/A        N/A           
          8,000
                     Broyhill
                    (Trustee)

                    Stanley             -0-      N/A        N/A           
          8,000
                      Channick[*]
                    (Trustee)

                    Frank W.          7,112      N/A        N/A           
          8,000
                     DeFriece, Jr.
                    (Trustee)

                    Roy J.              -0-      N/A        N/A           
          8,000
                      Glauber[*]
                    (Trustee)

                    Michael G.          -0-      N/A        N/A             
          -0-
                     Landry
                    (Trustee and
                     President)

                    Michael R.          -0-      N/A        N/A             
          -0-
                     Peers
                    (Trustee and
                     Chairman of
                     the Board)

                    Joseph G.         7,112      N/A        N/A           
          8,000
                     Rosenthal
                    (Trustee)

                    Richard N.        8,000      N/A        N/A           
          8,000
                     Silverman
                    (Trustee)


























                    J. Brendan        7,112      N/A        N/A           
          8,000
                     Swan
                     (Trustee)

                    Keith J.            -0-      N/A        N/A             
          -0-
                     Carlson
                    (Vice President)

                    C. William          -0-      N/A        N/A             
          -0-
                     Ferris
                     (Secretary/Treasurer)

                    [*]  Appointed as a Trustee of the Trust at a meeting
          of the
                         Board of Trustees held on February 6, 1996.    


                                  INVESTMENT ADVISORY AND OTHER SERVICES

                    BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES

                         Ivy Management, Inc. ("IMI") provides business
          management
                    and investment advisory services to the Fund pursuant
          to a
                    Business Management and Investment Advisory Agreement
          with the
                    Trust (the "Agreement"), which was approved on
          September 17,
                    1994, with respect to the Fund by the Board of
          Trustees,
                    including a majority of the Trustees who are neither
          "interested
                    persons" (as defined in the 1940 Act) of the Trust nor
          have any
                    direct or indirect financial interest in the operation
          of the
                    distribution plan (see "Distribution Services") or in
          any related
                    agreement (the "Independent Trustees"). IMI also acts
          as manager












                    and investment advisor to the following investment
          companies
                    registered under the 1940 Act:  Ivy Emerging Growth
          Fund, Ivy
                    Growth Fund, Ivy Growth with Income Fund, Ivy Bond
          Fund, Ivy
                    International Fund, Ivy Short-Term Bond Fund, Ivy
          Canada Fund,
                    Ivy Global Fund, Ivy New Century Fund, Ivy Latin
          America Strategy
                    Fund, Ivy China Region Fund and Ivy Money Market Fund. 
          IMI is a
                    wholly owned subsidiary of MIMI.  MIMI currently acts
          as manager
                    and investment adviser to the following investment
          companies
                    registered under the 1940 Act:  Mackenzie National
          Municipal
                    Fund, Mackenzie New York Municipal Fund, Mackenzie
          California
                    Municipal Fund, Mackenzie Limited Term Municipal Fund
          and
                    Mackenzie Florida Limited Term Municipal Fund.  MIMI is
          a
                    subsidiary of MFC, 150 Bloor Street West, Toronto,
          Ontario,
                    Canada, a public corporation organized under the laws
          of Ontario
                    whose shares are listed for trading on The Toronto
          Stock
                    Exchange.  MFC is registered in Ontario as a mutual
          fund dealer
                    and advises Ivy Canada Fund.

                         The Agreement obligates IMI to make investments
          for the
                    account of the Fund in accordance with its best
          judgment and
                    within the investment objectives and restrictions set
          forth in
                    the Fund's current Prospectus, the 1940 Act and the
          provisions of
                    the Code relating to regulated investment companies,
          subject to
                    policy decisions adopted by the Trust's Board of
          Trustees.  IMI























                    also determines the securities to be purchased or sold
          by the
                    Fund and places orders with brokers or dealers who deal
          in such
                    securities.

                         Under the Agreement, IMI also provides certain
          business
                    management services.  IMI is obligated to (1)
          coordinate with the
                    Fund's Custodian and monitor the services it provides
          to the
                    Fund; (2) coordinate with and monitor any other third
          parties
                    furnishing services to the Fund; (3) provide the Funds
          with the
                    necessary office space, telephones and other
          communications
                    facilities as are adequate for the Fund's needs; (4)
          provide the
                    services of individuals competent to perform
          administrative and
                    clerical functions which are not performed by employees
          or other
                    agents engaged by the Fund or by IMI acting in some
          other
                    capacity pursuant to a separate agreement or
          arrangement with the
                    Fund; (5) maintain or supervise the maintenance by
          third parties
                    of such books and records of the Trust as may be
          required by
                    applicable Federal or state law; (6) authorize and
          permit IMI's
                    directors, officers and employees who may be elected or
          appointed
                    as trustees or officers of the Trust to serve in such
          capacities;
                    and (7) take such other action with respect to the
          Trust, after
                    approval by the Trust, as may be required by applicable
          law,
                    including without limitation the rules and regulations
          of the SEC
                    and of state securities commissions and other
          regulatory
                    agencies.

                         For business management and investment advisory
          services,













                    the Fund pays IMI a monthly fee at an annual rate of
          0.75% of the
                    Fund's average daily net assets.  As of April 30, 1996,
          the Fund
                    has not commenced operations and thus has not paid IMI
          any
                    management fees.    

                         Under the Agreement, the Trust pays the following
          expenses: 
                    (1) the fees and expenses of the Trust's Independent
          Trustees;
                    (2) the salaries and expenses of any of the Trust's
          officers or
                    employees who are not affiliated with IMI; (3) interest
          expenses;
                    (4) taxes and governmental fees, including any original
          issue
                    taxes or transfer taxes applicable to the sale or
          delivery of
                    shares or certificates therefor; (5) brokerage
          commissions and
                    other expenses incurred in acquiring or disposing of
          portfolio
                    securities; (6) the expenses of registering and
          qualifying shares
                    for sale with the SEC and with various state securities
                    commissions; (7) accounting and legal costs; (8)
          insurance
                    premiums; (9) fees and expenses of the Trust's
          Custodian and
                    Transfer Agent and any related services; (10) expenses
          of
                    obtaining quotations of portfolio securities and of
          pricing
                    shares; (11) expenses of maintaining the Trust's legal
          existence
                    and of shareholders' meetings; (12) expenses of
          preparation and
                    distribution to existing shareholders of periodic
          reports, proxy
                    materials and prospectuses; and (13) fees and expenses
          of
                    membership in industry organizations.

                         The Agreement provides that if the Fund's total
          expenses in
                    any fiscal year exceed the permissible limit applicable
          to the























                    Fund in any state in which its shares are then
          qualified for
                    sale, IMI will bear the excess expenses.  At the
          present time,
                    the most restrictive state expense limitation provision
          limits
                    the Fund's annual expenses (excluding interest, taxes,
                    distribution expenses, brokerage commissions and
          extraordinary
                    expenses, and other expenses subject to approval by
          state
                    securities administrators) to 2.5% of the first $30
          million of
                    its average daily net assets, 2.0% of the next $70
          million and
                    1.5% of its average daily net assets over $100 million.

                         IMI currently limits the Fund's total operating
          expenses
                    (excluding Rule 12b-1 fees, interest, taxes, brokerage
                    commissions, litigation and indemnification expenses,
          and other
                    extraordinary expenses) to an annual rate of 1.50% of
          the Fund's
                    average daily net assets.  As long as the Fund's
          expense
                    limitation continues, it may lower the Fund's expenses
          and
                    increase its yield.  The Fund's expense limitation may
          be
                    terminated or revised at any time, at which time the
          Fund's
                    expenses may increase and its yield may be reduced,
          depending on
                    the total assets of the Fund.

                         The initial term of the Agreement between IMI and
          the Fund
                    commenced on September 17, 1994 and will run for a
          period of two
                    years from that date.  The Agreement will continue in
          effect with
                    respect to the Fund for more than the initial period
          only so long
                    as the continuance is specifically approved at least
          annually (i)
                    by the vote of a majority of the Independent Trustees
          and (ii)












                    either (a) by the vote of a majority of the outstanding
          voting
                    securities (as defined in the 1940 Act) of the Fund or
          (b) by the
                    vote of a majority of the entire Board of Trustees.  If
          the
                    question of continuance of the Agreement (or adoption
          of any new
                    agreement) is presented to shareholders, continuance
          (or
                    adoption) shall be effected only if approved by the
          affirmative
                    vote of a majority of the outstanding voting securities
          of the
                    Fund.  See "Capitalization and Voting Rights."

                         The Agreement may be terminated with respect to
          the Fund at
                    any time, without payment of any penalty, by a vote of
          a majority
                    of the Board of Trustees, or by a vote of a majority of
          the
                    outstanding voting securities of the Fund on 60 days'
          written
                    notice to IMI, or by IMI on 60 days' written notice to
          the Trust. 
                    The Agreement shall terminate automatically in the
          event of its
                    assignment.

                    DISTRIBUTION SERVICES

                         MIFDI serves as the exclusive distributor of the
          Class A,
                    Class B and Class C shares of the Fund under an Amended
          and
                    Restated Distribution Agreement with the Trust dated
          October 23,
                    1993 (the "Distribution Agreement").  MIFDI distributes
          shares of
                    the Fund through broker-dealers who are members of the
          National
                    Association of Securities Dealers, Inc. and who have
          executed
                    dealer agreements with MIFDI.  MIFDI distributes shares
          of the
                    Fund on a continuous basis, but reserves the right to
          suspend or























                    discontinue distribution on such basis.  MIFDI is not
          obligated
                    to sell any specific amount of Fund shares.  Pursuant
          to the
                    Distribution Agreement, the Fund bears, among other
          expenses, the
                    expenses of registering and qualifying its shares for
          sale under
                    federal and state securities laws and preparing and
          distributing
                    to existing shareholders periodic reports, proxy
          materials and
                    prospectuses.    

                         Pursuant to the Distribution Agreement, MIFDI is
          entitled to
                    deduct a commission on all Class A Fund shares sold
          equal to the
                    difference, if any, between the public offering price,
          as set
                    forth in the Fund's then-current Prospectus, and the
          net asset
                    value on which such price is based.  Out of such
          commission,
                    MIFDI may allow to dealers such concession as MIFDI may
          determine
                    from time to time.  Furthermore, MIFDI is entitled to
          deduct a
                    CDSC on the redemption of Class A shares sold without
          an initial
                    sales charge and Class B and Class C shares, in
          accordance with,
                    and in the manner set forth in, the Fund's Prospectus. 
          MIFDI may
                    reallow all or a portion of the CDSC to dealers as
          MIFDI may
                    determine from time to time.  As of April 30, 1996, the
          Fund has
                    not commenced operations and thus MIFDI has received no
          sales
                    commissions from sales of Class A shares of the Fund,
          and no
                    CDSCs on redemptions of Class B or Class C shares of
          the
                    Fund.    

                         The Distribution Agreement will continue in effect
          for













                    successive one-year periods, provided that such
          continuance is
                    specifically approved at least annually by the vote of
          a majority
                    of the Independent Trustees, cast in person at a
          meeting called
                    for that purpose and by the vote of either a majority
          of the
                    entire Board of Trustees or a majority of the
          outstanding voting
                    securities of the Fund.  The Distribution Agreement may
          be
                    terminated with respect to the Fund at any time,
          without payment
                    of any penalty, by MIFDI on 60 days' written notice to
          the Trust
                    or by the Fund by vote of either a majority of the
          outstanding
                    voting securities of the Fund or a majority of the
          Independent
                    Trustees on 60 days' written notice to MIFDI.  The
          Distribution
                    Agreement shall terminate automatically in the event of
          its
                    assignment.

                         RULE 18F-3 PLAN.  On February 23, 1995, the SEC
          adopted Rule
                    18f-3 under the 1940 Act, which permits a registered
          open-end
                    investment company whose shares are registered on Form
          N-1A to
                    issue multiple classes of shares in accordance with a
          written
                    plan approved by the investment company's board of
                    directors/trustees and filed with the SEC.  At a
          meeting held on
                    December 1-2, 1995, the Board of Trustees of the Trust
          adopted a
                    multi-class plan (the "Rule 18f-3 plan") on behalf of
          the Fund. 
                    The key features of the Rule 18f-3 plan are as follows: 
          (i)
                    shares of each class of the Fund represent an equal pro
          rata
                    interest in the Fund and generally have identical
          voting,
                    dividend, liquidation, and other rights, preferences,
          powers,
                    restrictions, limitations, qualifications, terms and
          conditions,
                    except that each class bears certain class-specific
          expenses and























                    has separate voting rights on certain matters that
          relate solely
                    to that class or in which the interests of shareholders
          of one
                    class differ from the interests of shareholders of
          another class;
                    (ii) subject to certain limitations described in the
          Prospectus,
                    shares of a particular class of the Fund may be
          exchanged for
                    shares of the same class of another Ivy or Mackenzie
          fund; and
                    (iii)  the Fund's Class B shares will convert
          automatically into
                    Class A shares of the Fund after a period of eight
          years, based
                    on the relative net asset value of such shares at the
          time of
                    conversion.

                         RULE 12B-1 DISTRIBUTION PLANS.  The Trust has
          adopted on
                    behalf of each Fund, in accordance with Rule 12b-1
          under the 1940
                    Act, separate distribution plans pertaining to the
          Funds'
                    Class A, Class B and Class C shares (each, a "Plan"). 
          In
                    adopting each Plan, a majority of the Independent
          Trustees have
                    concluded in conformity with the requirements of the
          1940 Act
                    that there is a reasonable likelihood that each Plan
          will benefit
                    each respective Fund and its shareholders.  The
          Trustees of the
                    Trust believe that the Plans should result in greater
          sales
                    and/or fewer redemptions of each Fund's shares,
          although it is
                    impossible to know for certain the level of sales and
          redemptions
                    of a Fund's shares in the absence of a Plan or under an
                    alternative distribution arrangement.    












                         Under each Plan, each Fund pays MIFDI a service
          fee, accrued
                    daily and paid monthly, at the annual rate of up to
          0.25% of the
                    average daily net assets attributable to its Class A,
          Class B or
                    Class C shares, as the case may be.  The services for
          which
                    service fees may be paid include, among other services,
          advising
                    clients or customers regarding the purchase, sale or
          retention of
                    shares of the Fund, answering routine inquiries
          concerning the
                    Fund and assisting shareholders in changing options or
          enrolling
                    in specific plans.  Pursuant to each Plan, service fee
          payments
                    made out of or charged against the assets attributable
          to a
                    Fund's Class A, Class B or Class C shares must be in
                    reimbursement for services rendered for or on behalf of
          that
                    Class of that Fund.  The expenses not reimbursed in any
          one given
                    month may be reimbursed in a subsequent month.    

                         Under the Funds' Class B and Class C Plans, each
          Fund also
                    pays MIFDI a distribution fee, accrued daily and paid
          monthly, at
                    the annual rate of 0.75% of the average daily net
          assets
                    attributable to its Class B or Class C shares.  MIFDI
          may reallow
                    to dealers all or a portion of the service and
          distribution fees
                    as MIFDI may determine from time to time.  The
          distribution fee
                    compensates MIFDI for expenses incurred in connection
          with
                    activities primarily intended to result in the sale of
          the Funds'
                    Class B or Class C shares, including the printing of
          prospectuses
                    and reports for persons other than existing
          shareholders and the
                    preparation, printing and distribution of sales
          literature and
                    advertising materials.  Under the Funds' Class B and
          Class C
                    Plans, MIFDI may include interest, carrying or other
          finance













                    charges in its calculation of distribution expenses, if
          not












                    prohibited from doing so pursuant to an order of or a
          regulation
                    adopted by the SEC.    

                         Among other things, each Plan provides that (1)
          MIFDI will
                    submit to the Board of Trustees of the Trust at least
          quarterly,
                    and the Trustees will review, reports regarding all
          amounts
                    expended under the Plan and the purposes for which such
                    expenditures were made; (2) the Plan will continue in
          effect only
                    so long as such continuance is approved at least
          annually, and
                    any material amendment thereto is approved, by the
          votes of a
                    majority of the Trust's Board of Trustees, including
          the
                    Independent Trustees, cast in person at a meeting
          called for that
                    purpose; (3) payments by the Fund under the Plan shall
          not be
                    materially increased without the affirmative vote of
          the holders
                    of a majority of the outstanding shares of the relevant
          class;
                    and (4) while the Plan is in effect, the selection and
          nomination
                    of Trustees who are not "interested persons" (as
          defined in the
                    1940 Act) of the Trust shall be committed to the
          discretion of
                    the Trustees who are not "interested persons" of the
          Trust.

                         MIFDI may make payments for distribution
          assistance and for
                    administrative and accounting services from its own
          resources,












                    which may include the management fees paid by the Fund. 
          MIFDI
                    also may make payments (such as the service fee
          payments
                    described above) to unaffiliated broker-dealers for
          services
                    rendered in the distribution of the Fund's shares.  To
          qualify
                    for such payments, shares may be subject to a minimum
          holding
                    period.  However, no such payments will be made to any
          dealer or
                    broker, if the amount of shares held does not exceed a
          minimum
                    amount.  The minimum holding period and minimum level
          of holdings
                    will be determined from time to time by MIFDI.

                         A report of the amount expended pursuant to either
          Plan, and
                    the purposes for which such expenditures were incurred,
          must be
                    made to the Board of Trustees for its review at least
          quarterly. 
                    As of April 30, 1996, the Fund has not commenced
          operations, and
                    thus MIFDI has not received nor expended any amounts
          pursuant to
                    the Class A, Class B or Class C plans.    

                         Each Plan may be amended at any time with respect
          to the
                    Class of shares of the Fund to which the Plan relates
          by vote of
                    the Trustees, including a majority of the Independent
          Trustees,
                    cast in person at a meeting called for the purpose of
          considering
                    such amendment.  Each Plan may be terminated with
          respect to the
                    Class of shares of the Fund to which the Plan relates
          at any
                    time, without payment of any penalty, by vote of a
          majority of
                    the Independent Trustees, or by vote of a majority of
          the
                    outstanding voting securities of that Class.  

                         If the Distribution Agreement or the Distribution
          Plans are
                    terminated (or not renewed) with respect to one or more
          funds (or
                    Class of shares thereof) of the Trust, they may
          continue in












                    effect with respect to any fund (or Class of shares
          thereof) as
                    to which they have not been terminated (or have been
          renewed).












                    CUSTODIAN

                         Brown Brothers Harriman & Co. ("Brown Brothers"),
          a private
                    bank and member of the principal securities exchanges,
          located at
                    40 Water Street, Boston, Massachusetts  02109, (the
          "Custodian")
                    has been retained to act as custodian of the Trust's
          investments. 
                    Its primary responsibility is to maintain custody of
          the cash and
                    securities in the Fund's portfolio.  Rules adopted
          under the 1940
                    Act permit the Trust to maintain its foreign securities
          and cash
                    in the custody of certain eligible foreign banks and
          securities
                    depositories.  Pursuant to those rules, Brown Brothers
          Harriman &
                    Co. has entered into subcustodial agreements for the
          holding of
                    the Fund's foreign securities.  Brown Brothers may
          receive, as
                    partial payment for its services, a portion of the
          Trust's
                    brokerage business, subject to its ability to provide
          best price
                    and execution. 

                    FUND ACCOUNTING SERVICES

                         Pursuant to a Fund Accounting Services Agreement,
          MIMI
                    provides certain accounting and pricing services for
          the Fund. 
                    As compensation for those services, the Fund pays MIMI
          a monthly












                    fee plus out-of-pocket expenses as incurred.  The
          monthly fee is
                    based upon the net assets of the Fund at the preceding
          month end
                    at the following rates: $1,250 when net assets are $10
          million
                    and under; $2,500 when net assets are over $10 million
          to $40
                    million; $5,000 when net assets are over $40 million to
          $75
                    million; and $6,500 when net assets are over $75
          million.

                    TRANSFER AGENT AND DIVIDEND PAYING AGENT

                         Pursuant to a Transfer Agency and Shareholder
          Service
                    Agreement, MIISC, a wholly owned subsidiary of MIMI, is
          the
                    transfer agent.  The Fund pays a monthly fee at an
          annual rate of
                    $20.75 per open account.  In addition, the Fund pays a
          monthly
                    fee at an annual rate of $4.36 per account that is
          closed plus
                    certain out-of-pocket expenses.  As of April 30, 1996,
          the Fund
                    has not commenced operations and has thus paid MIMI no
          fees
                    pursuant to the agreement.    

                    ADMINISTRATOR

                         Pursuant to an Administrative Services Agreement,
          MIMI
                    provides certain administrative services to the Fund. 
          As
                    compensation for these services, the Fund pays MIMI a
          monthly fee
                    at the annual rate of .10% of its average daily net
          assets.  As
                    of April 30, 1996, the Fund had not commenced
          operations, and
                    thus has paid no fees pursuant to the agreement.    

                    AUDITORS

                         Coopers & Lybrand L.L.P., independent certified
          public
                    accountants, 200 East Las Olas Boulevard, Suite 1700,
          Ft.
                    Lauderdale, Florida 33301, has been selected as
          auditors for the























                    Trust.  The audit services performed by Coopers &
          Lybrand L.L.P.
                    include audits of the annual financial statements of
          each of the
                    funds of the Trust.  Other services provided primarily
          relate to
                    filings with the SEC and the preparation and review of
          the
                    Trust's tax returns.

                                     CAPITALIZATION AND VOTING RIGHTS

                         The capitalization of the Trust consists of an
          unlimited
                    number of shares of beneficial interest (no par value
          per share). 
                    When issued, shares of each class of the Fund are fully
          paid,
                    non-assessable, redeemable and fully transferable.  No
          class of
                    shares of the Fund has preemptive rights or
          subscription rights. 


                         The Amended and Restated Declaration of Trust
          permits the
                    Trustees to create separate series or portfolios and to
          divide
                    any series or portfolio into one or more classes.  The
          Trustees
                    have authorized thirteen series, each of which
          represents a fund. 
                    The Trustees have further authorized the issuance of
          Classes A, B
                    and C for Ivy Global Fund, Ivy Growth Fund, Ivy
          Emerging Growth
                    Fund, Ivy Growth with Income Fund, Ivy Money Market
          Fund, Ivy
                    China Region Fund, Ivy Latin America Strategy Fund, Ivy
          New
                    Century Fund, Ivy International Fund, Ivy Canada Fund,
          Ivy Bond
                    Fund and Ivy International Bond Fund, as well as Class
          A, B and I












                    for Ivy Short-Term Bond Fund, Class I for Ivy
          International Fund
                    and Ivy Bond Fund, and Class D for Ivy Growth with
          Income Fund.
                    [FN][The Class D shares of Ivy Growth with Income Fund
          were
                    initially issued as "Ivy Growth with Income Fund --
          Class C" to
                    shareholders of Mackenzie Growth & Income Fund, a
          former series
                    of the Company, in connection with the reorganization
          between
                    that fund and Ivy Growth with Income Fund and not
          offered for
                    sale to the public.  On February 29, 1996, the Trustees
          of the
                    Trust resolved by written consent to establish a new
          class of
                    shares designated as "Class C" for all Ivy Fund funds,
          other than
                    Ivy Short-Term Bond Fund, and to redesignate the shares
          of
                    beneficial interest of "Ivy Growth with Income
          Fund--Class C" as
                    shares of beneficial interest of "Ivy Growth with
          Income Fund--
                    Class D," which establishment and redesignation,
          respectively,
                    are to become effective on April 30, 1996. The voting,
          dividend,
                    liquidation and other rights, preferences, powers,
          restrictions,
                    limitations, qualifications, terms and conditions of
          the Class D
                    shares of Ivy Growth with Income Fund, as set forth in
          Ivy Fund's
                    Declaration of Trust, as amended from time to time,
          will not be
                    changed by this redesignation.]    

                         Shareholders have the right to vote for the
          election of
                    Trustees of the Trust and on any and all matters on
          which they
                    may be entitled to vote by law or by the provisions of
          the
                    Trust's By-Laws.  The Trust is not required to hold a
          regular
                    annual meeting of shareholders, and it does not intend
          to do so. 
                    Shares of each Class of the Fund entitle their holders
          to one
                    vote per share (with proportionate voting for
          fractional shares). 












                    On matters affecting only the Fund, only the
          shareholders of the












                    Fund are entitled to vote.  All Classes of shares of
          the Fund
                    will vote together, except with respect to the
          distribution plan
                    applicable to its Class A, Class B or Class C shares or
          when a
                    Class vote is required by the 1940 Act.  On matters
          relating to
                    all funds of the Trust, but affecting the funds
          differently,
                    separate votes by the shareholders of each fund are
          required. 
                    Approval of an investment advisory agreement and a
          change in
                    fundamental policies would be regarded as matters
          requiring
                    separate voting by the shareholders of each fund of the
          Trust. 
                    If the Trustees determine that a matter does not affect
          the
                    interests of the Fund, then the shareholders of the
          Fund will not
                    be entitled to vote on that matter.  Matters which
          affect the
                    Trust in general, such as ratification of the selection
          of
                    independent public accountants, will be voted upon
          collectively
                    by the shareholders of all funds of the Trust.    

                         As used in this Statement of Additional
          Information and the
                    Prospectus, the phrase "majority vote of the
          outstanding shares"
                    of the Fund means the vote of the lesser of:  (1) 67%
          of the
                    shares of the Fund (or of the Trust) present at a
          meeting if the
                    holders of more than 50% of the outstanding shares are
          present in












                    person or by proxy; or (2) more than 50% of the
          outstanding
                    shares of the Fund (or of the Trust).

                         With respect to the submission to shareholder vote
          of a
                    matter requiring separate voting by the Fund, the
          matter shall
                    have been effectively acted upon with respect to the
          Fund if a
                    majority of the outstanding voting securities of the
          Fund votes
                    for the approval of the matter, notwithstanding that: 
          (1) the
                    matter has not been approved by a majority of the
          outstanding
                    voting securities of any other fund of the Trust; or
          (2) the
                    matter has not been approved by a majority of the
          outstanding
                    voting securities of the Trust.

                         The Amended and Restated Declaration of Trust
          provides that
                    the holders of not less than two-thirds of the
          outstanding shares
                    of the Trust may remove a person serving as trustee
          either by
                    declaration in writing or at a meeting called for such
          purpose. 
                    The Trustees are required to call a meeting for the
          purpose of
                    considering the removal of a person serving as Trustee
          if
                    requested in writing to do so by the holders of not
          less than 10%
                    of the outstanding shares of the Trust.  Shareholders
          will be
                    assisted in communicating with other shareholders in
          connection
                    with the removal of a Trustee as if Section 26(c) of
          the Act were
                    applicable.

                         The Trust's shares do not have cumulative voting
          rights and
                    accordingly the holders of more than 50% of the
          outstanding
                    shares could elect the entire Board of Trustees, in
          which case
                    the holders of the remaining shares would not be able
          to elect
                    any Trustees.













                         As of April 30, 1996 no shares of the Fund have
          been
                    issued.    












                         Under Massachusetts law, the Trust's shareholders
          could,
                    under certain circumstances, be held personally liable
          for the
                    obligations of the Trust.  However, the Amended and
          Restated
                    Declaration of Trust disclaims liability of the
          shareholders,
                    Trustees or officers of the Trust for acts or
          obligations of the
                    Trust, which are binding only on the assets and
          property of the
                    Trust, and requires that notice of the disclaimer be
          given in
                    each contract or obligation entered into or executed by
          the Trust
                    or its Trustees.  The Amended and Restated Declaration
          of Trust
                    provides for indemnification out of Fund property for
          all loss
                    and expense of any shareholder of a Fund held
          personally liable
                    for the obligations of that Fund.  The risk of a
          shareholder of
                    the Trust incurring financial loss on account of
          shareholder
                    liability is limited to circumstances in which the
          Trust itself
                    would be unable to meet its obligations and, thus,
          should be
                    considered remote.

                                             NET ASSET VALUE

                         The share price, or value, for the separate
          Classes of
                    shares of the Fund is called the net asset value per
          share.  The













                    net asset value per share of the Fund is computed by
          dividing the
                    value of the assets of the Fund, less its liabilities,
          by the
                    number of shares of the Fund outstanding.  For the
          purposes of
                    determining the aggregate net assets of the Fund, cash
          and
                    receivables will be valued at their realizable amounts. 
          A
                    security listed or traded on a recognized stock
          exchange or
                    NASDAQ is valued at its last sale price on the
          principal exchange
                    on which the security is traded.  The value of a
          foreign security
                    is determined in its national currency as of the normal
          close of
                    trading on the foreign exchange on which it is traded
          or as of
                    the close of regular trading on the Exchange, if that
          is earlier,
                    and that value is then converted into its U.S. dollar
          equivalent
                    at the foreign exchange rate in effect at noon, Eastern
          time, on
                    the day the value of the foreign security is
          determined.  If no
                    sale is reported at that time, the average between the
          current
                    bid and asked price is used.  All other securities for
          which OTC
                    market quotations are readily available are valued at
          the average
                    between the current bid and asked price.  Interest will
          be
                    recorded as accrued.  Securities and other assets for
          which
                    market prices are not readily available are valued at
          fair value
                    as determined by IMI and approved in good faith by the
          Board of
                    Trustees.  Money market instruments of the Fund are
          valued at
                    market value, except that instruments maturing within
          60 days of
                    the valuation date are valued at amortized cost.

                         The Fund's liabilities are allocated between its
          Classes. 
                    The total of such liabilities allocated to a Class plus
          that
                    Class's distribution fee and any other expenses
          specially












                    allocated to that Class are then deducted from the
          Class's
                    proportionate interest in the Fund's assets, and the
          resulting
                    amount for each Class is divided by the number of
          shares of that
                    Class outstanding to produce the net asset value per
          share.













                         Portfolio securities are valued and net asset
          value per
                    share is determined as of the close of regular trading
          on the
                    Exchange, (normally 4:00 p.m., eastern time), every
          Monday
                    through Friday (exclusive of national business
          holidays).  The
                    Trust's offices will be closed, and net asset value
          will not be
                    calculated, on the following national business
          holidays:  New
                    Year's Day, Presidents Day, Good Friday, Memorial Day,
                    Independence Day, Labor Day, Veterans Day, Thanksgiving
          Day and
                    Christmas Day.  On those days when either or both of
          the Fund's
                    Custodian or the New York Stock Exchange close early as
          a result
                    of such day being a partial holiday or otherwise, the
          right is
                    reserved to advance the time on that day by which
          purchase and
                    redemption requests must be received.

                         When the Fund writes an option, an amount equal to
          the
                    premium received by the Fund is included in the Fund's
          Statement
                    of Assets and Liabilities as an asset and as an
          equivalent
                    liability.  The amount of the liability will be
          subsequently












                    marked-to-market daily to reflect the current market
          value of the
                    option written.  The current market value of a written
          option is
                    the last sale on the principal exchange on which such
          option is
                    traded or, in the absence of a sale, the last offering
          price.

                         The premium paid by the Fund for the purchase of a
          call or a
                    put option will be deducted from its assets and an
          equal amount
                    will be included in the asset section of the Fund's
          Statement of
                    Assets and Liabilities as an investment and
          subsequently adjusted
                    to the current market value of the option.  For
          example, if the
                    current market value of the option exceeds the premium
          paid, the
                    excess would be unrealized appreciation and,
          conversely, if the
                    premium exceeds the current market value, such excess
          would be
                    unrealized depreciation.  The current market value of a
          purchased
                    option will be the last sale price on the principal
          exchange on
                    which the option is traded or, in the absence of a
          sale, the last
                    bid price.  If the Fund exercises a call option which
          it has
                    purchased, the cost of the security which the Fund
          purchased upon
                    exercise will be increased by the premium originally
          paid.

                         Valuations of below investment-grade debt
          securities may be
                    supplied by a pricing agent; if valuations are not
          available
                    through a pricing agent, such valuations may be
          supplied through
                    a broker or otherwise as determined in good faith by
          the Board of
                    Trustees.

                         The sale of shares of the Fund will be suspended
          during any
                    period when the determination of its net asset value is
          suspended
                    pursuant to rules or orders of the SEC, and may be
          suspended by












                    the Board of Trustees whenever in its judgment it is in
          the best
                    interest of the Fund to do so.

                                            PORTFOLIO TURNOVER

                         The Fund purchases securities that are believed by
          IMI to
                    have above average potential for capital appreciation. 
          Common












                    stocks are disposed of in situations where it is
          believed that
                    potential for such appreciation has lessened or that
          other common
                    stocks have a greater potential.  Therefore, the Fund
          may
                    purchase and sell securities without regard to the
          length of time
                    the security is to be, or has been, held.  The annual
          Portfolio
                    turnover rates for the Fund are provided in the Fund's
          Prospectus
                    under "Financial Highlights."

                         The Fund's Portfolio turnover rate is calculated
          by dividing
                    the lesser of purchases or sales of portfolio
          securities for the
                    fiscal year by the monthly average of the value of the
          portfolio
                    securities owned by the Fund during the fiscal year. 
          For
                    purposes of determining such portfolio turnover, all
          securities
                    whose maturities at the time of acquisition were one
          year or less
                    are excluded.

                                               REDEMPTIONS

                         Shares of the Fund are redeemed at their net asset
          value












                    next determined after a proper redemption request has
          been
                    received by MIISC, less any applicable CDSC.

                         Unless a shareholder requests that the proceeds of
          any
                    redemption be wired to his or her bank account, payment
          for
                    shares tendered for redemption is made by check within
          seven days
                    after tender in proper form, except that the Trust
          reserves the
                    right to suspend the right of redemption or to postpone
          the date
                    of payment upon redemption beyond seven days, (i) for
          any period
                    during which the New York Stock Exchange is closed
          (other than
                    customary weekend and holiday closing) or during which
          trading on
                    the Exchange is restricted, (ii) for any period during
          which an
                    emergency exists as determined by the SEC as a result
          of which
                    disposal of securities owned by the Fund is not
          reasonably
                    practicable or it is not reasonably practicable for the
          Fund
                    fairly to determine the value of its net assets, or
          (iii) for
                    such other periods as the SEC may by order permit for
          the
                    protection of shareholders of the Fund.

                         Under unusual circumstances, when the Board of
          Trustees
                    deems it in the best interest of the Fund's
          shareholders, the
                    Fund may make payment for shares repurchased or
          redeemed, in
                    whole or in part, in securities of the Fund taken at
          current
                    values.  If any such redemption in kind is to be made,
          the Fund
                    intends to make an election pursuant to Rule 18f-1
          under the 1940
                    Act.  This will require the Fund to redeem with cash at
          a
                    shareholder's election in any case where the redemption
          involves
                    less than $250,000 (or 1% of the Fund's net asset value
          at the
                    beginning of each 90-day period during which such
          redemptions are












                    in effect, if that amount is less than $250,000). 
          Should payment
                    be made in securities, the redeeming shareholder may
          incur
                    brokerage costs in converting such securities to cash.

                         Subject to state law restrictions, the Trust may
          redeem
                    those accounts of shareholders who have maintained an
          investment,












                    including sales charges paid, of less than $1,000 in
          the Fund for
                    a period of more than 12 months.  All accounts below
          that minimum
                    will be redeemed simultaneously when MIMI deems it
          advisable. 
                    The $1,000 balance will be determined by actual dollar
          amounts
                    invested by the shareholder, unaffected by market
          fluctuations. 
                    The Trust will notify any such shareholder by certified
          mail of
                    its intention to redeem such account, and the
          shareholder shall
                    have 60 days from the date of such letter to invest
          such
                    additional sum as shall raise the value of such account
          above
                    that minimum.  Should the shareholder fail to forward
          such sum
                    within 60 days of the date of the Trust's letter of
          notification,
                    the Trust will redeem the shares held in such account
          and
                    transmit the redemption in value thereof to the
          shareholder. 
                    However, those shareholders who are investing pursuant
          to the
                    Automatic Investment Method will not be redeemed
          automatically
                    unless they have ceased making payments pursuant to the
          plan for












                    a period of at least six consecutive months, and these
                    shareholders will be given six months' notice by the
          Trust before
                    such redemption.  Shareholders in a qualified
          retirement, pension
                    or profit sharing plan who wish to avoid tax
          consequences must
                    "rollover" any sum so redeemed into another qualified
          plan within
                    60 days.  The Trustees of the Trust may change the
          minimum
                    account size.

                         If a shareholder has given authorization for
          telephonic
                    redemption privilege, shares can be redeemed and
          proceeds sent by
                    Federal wire to a single previously designated bank
          account.  
                    Delivery of the proceeds of a wire redemption request
          of $250,000
                    or more may be delayed by the Fund for up to seven days
          if deemed
                    appropriate under then-current market conditions.  The
          Trust
                    reserves the right to change this minimum or to
          terminate the
                    telephonic redemption privilege without prior notice. 
          The Trust
                    cannot be responsible for the efficiency of the Federal
          wire
                    system of the shareholder's dealer of record or bank. 
          The
                    shareholder is responsible for any charges by the
          shareholder's
                    bank.

                         The Fund employs reasonable procedures that
          require personal
                    identification prior to acting on redemption or
          exchange
                    instructions communicated by telephone to confirm that
          such
                    instructions are genuine.  In the absence of such
          procedures, the
                    Fund may be liable for any losses due to unauthorized
          or
                    fraudulent telephone instructions.


                                       CONVERSION OF CLASS B SHARES

                         As described in the Fund's Prospectus, Class B
          shares of the












                    Fund will automatically convert to Class A shares of
          the Fund,
                    based on the relative net asset values per share of the
          two
                    classes, no later than the month following the eighth
          anniversary
                    of the initial issuance of such Class B shares of the
          Fund
                    occurs.  For the purpose of calculating the holding
          period
                    required for conversion of Class B shares, the date of
          initial












                    issuance shall mean:  (i) the date on which such Class
          B shares
                    were issued, or (2) for Class B shares obtained through
          an
                    exchange, or a series of exchanges, (subject to the
          exchange
                    privileges for Class B shares) the date on which the
          original
                    Class B shares were issued.  For purposes of conversion
          of
                    Class B shares, Class B shares purchased through the
          reinvestment
                    of dividends and capital gain distributions paid in
          respect of
                    Class B shares will be held in a separate sub-account. 
          Each time
                    any Class B shares in the shareholder's regular account
          (other
                    than those shares in the sub-account) convert to Class
          A shares,
                    a pro rata portion of the Class B shares in the
          sub-account will
                    also convert to Class A shares.  The portion will be
          determined
                    by the ratio that the shareholder's Class B shares
          converting to
                    Class A shares bears to the shareholder's total Class B
          shares
                    not acquired through the reinvestment of dividends and
          capital












                    gain distributions.


                                                 TAXATION

                         The following is a general discussion of certain
          tax rules
                    thought to be applicable with respect to the Fund.  It
          is merely
                    a summary and is not an exhaustive discussion of all
          possible
                    situations or of all potentially applicable taxes. 
          Accordingly,
                    shareholders and prospective shareholders should
          consult a
                    competent tax advisor about the tax consequences to
          them of
                    investing in the Fund.

                    GENERAL  

                         The Fund intends to qualify annually and elect to
          be treated
                    as a regulated investment company under Subchapter M of
          the Code. 
                    In order to qualify, the Fund must, among other things,
          (a)
                    derive in each taxable year at least 90% of its gross
          income from
                    dividends, interest, payments with respect to
          securities loans,
                    gains from the sale or other disposition of stock,
          securities, or
                    foreign currencies, or other income (including but not
          limited to
                    gains from options, futures, and forward contracts)
          derived with
                    respect to its business of investing in such stock,
          securities or
                    currencies; (b) derive in each taxable year less than
          30% of its
                    gross income from the sale or other disposition of
          certain assets
                    (namely, (i) stock or securities, (ii) options,
          futures, and
                    forward contracts (other than those on foreign
          currencies), and
                    (iii) foreign currencies (including options, futures,
          and forward
                    contracts on such currencies) not directly related to
          the Fund's
                    principal business of investing in stocks or securities
          (or













                    options and futures with respect to stocks and
          securities)) held
                    less than three months (the "30% Limitation"); and (c)
          diversify
                    its holdings so that, at the end of each fiscal
          quarter, (i) at
                    least 50% of the market value of the Fund's assets is
          represented
                    by cash, U.S. Government securities, the securities of
          other
                    regulated investment companies, and other securities,
          with such
                    other securities of any one issuer limited for purposes
          of this
                    calculation to an amount not greater than 5% of the
          Fund's assets












                    and 10% of the outstanding voting securities of such
          issuer, and
                    (ii) not more than 25% of the value of its total assets
          is
                    invested in securities of any other issuer (other than
          U.S.
                    Government securities and the securities of other
          regulated
                    investment companies).

                         As a regulated investment company, the Fund
          generally will
                    not be subject to U.S. Federal income tax on its
          investment
                    company taxable income (which includes, among other
          items,
                    dividends, interest and net short-term capital gains in
          excess of
                    net long-term capital losses) and net capital gains
          (net long-
                    term capital gains in excess of net short-term capital
          losses)
                    that it distributes to shareholders, if at least 90% of
          its
                    investment company taxable income for the taxable year
          is












                    distributed.  The Fund intends to distribute such
          income.

                         Amounts not distributed on a timely basis in
          accordance with
                    a calendar year distribution requirement are subject to
          a
                    nondeductible 4% excise tax.  To avoid that tax, the
          Fund must
                    distribute during each calendar year an amount equal to
          (1) at
                    least 98% of its ordinary income (not taking into
          account any
                    capital gains or losses) for the calendar year, (2) at
          least 98%
                    of its capital gains in excess of its capital losses
          (adjusted
                    for certain ordinary losses) for the twelve-month
          period ending
                    on October 31 of the calendar year, and (3) all
          ordinary income
                    and capital gains for previous years that were not
          distributed
                    during such years.  A distribution will be treated as
          paid on
                    December 31 of the current calendar year if it is
          declared by the
                    Fund in October, November or December of that year to
                    shareholders of record at some date in such a month and
          paid by
                    the Fund during January of the following calendar year. 
          Such
                    distributions will be taken into account by
          shareholders in the
                    calendar year the distributions are declared, rather
          than the
                    calendar year in which the distributions are received.

                    DISTRIBUTORS  

                         Distributions of investment company taxable income
          are
                    taxable to a U.S. shareholder as ordinary income,
          whether paid in
                    cash or shares.  Because it is not anticipated that any
          portion
                    of the Fund's gross income will consist of dividends
          from
                    domestic corporations, no portion of the dividends paid
          by the
                    Fund to its corporate shareholders is expected to
          qualify for the
                    dividends received deduction.  Distributions of net
          capital












                    gains, if any, which are designated as capital gain
          dividends are
                    taxable as long-term capital gains, whether paid in
          cash or in
                    shares, regardless of how long the shareholder has held
          the
                    Fund's shares, and are not eligible for the dividends
          received
                    deduction.  The tax treatment of distributions from the
          Fund is
                    the same whether the dividends are received in cash or
          in
                    additional shares.  Shareholders receiving
          distributions in the
                    form of newly issued shares will have a cost basis in
          each share
                    received equal to the net asset value of a share of the
          Fund on
                    the reinvestment date.  A distribution of an amount in
          excess of












                    the Fund's current and accumulated earnings and profits
          will be
                    treated by a shareholder as a return of capital which
          is applied
                    against and reduces the shareholder's basis in his or
          her shares. 
                    To the extent that the amount of any such distribution
          exceeds
                    the shareholder's basis in his or her shares, the
          excess will be
                    treated by the shareholder as gain from a sale or
          exchange of the
                    shares.  Shareholders will be notified annually as to
          the U.S.
                    Federal tax status of distributions and shareholders
          receiving
                    distributions in the form of newly issued shares will
          receive a
                    report as to the net asset value of the shares
          received.














                         If the net asset value of shares is reduced below
          a
                    shareholder's cost as a result of a distribution by the
          Fund,
                    such distribution will be taxable even though it
          represents a
                    return of invested capital.  Investors should be
          careful to
                    consider the tax implications of buying shares just
          prior to a
                    distribution.  The price of shares purchased at this
          time may
                    reflect the amount of the forthcoming distribution. 
          Those
                    purchasing just prior to a distribution will receive a
                    distribution which will nevertheless be taxable to
          them.

                    DISPOSITION OF SHARES  

                         Upon a redemption, sale or exchange of his or her
          shares, a
                    shareholder will realize a taxable gain or loss
          depending upon
                    his or her basis in the shares.  Such gain or loss will
          be
                    treated as capital gain or loss if the shares are
          capital assets
                    in the shareholder's hands and will be long-term or
          short-term,
                    generally, depending upon the shareholder's holding
          period for
                    the shares.  Any loss realized on a redemption, sale or
          exchange
                    will be disallowed to the extent the shares disposed of
          are
                    replaced (including through reinvestment of dividends)
          within a
                    period of 61 days beginning 30 days before and ending
          30 days
                    after the shares are disposed of.  In such a case, the
          basis of
                    the shares acquired will be adjusted to reflect the
          disallowed
                    loss.  Any loss realized by a shareholder on the sale
          of Fund
                    shares held by the shareholder for six months or less
          will be
                    treated as a long-term capital loss to the extent of
          any
                    distributions of net capital gains received or treated
          as having
                    been received by the shareholder with respect to such
          shares. 












                     
                         In some cases, shareholders will not be permitted
          to take
                    sales charges into account for purposes of determining
          the amount
                    of gain or loss realized on the disposition of their
          stock.  This
                    prohibition generally applies where (1) the shareholder
          incurs a
                    sales charge in acquiring the stock of the Fund, (2)
          the stock is
                    disposed of before the 91st day after the date on which
          it was
                    acquired, and (3) the shareholder subsequently acquires
          the stock
                    of the same or another fund and the otherwise
          applicable sales
                    charge is reduced under a "reinvestment right" received
          upon the
                    initial purchase of regulated investment company
          shares.  The
                    term "reinvestment right" means any right to acquire
          stock of one
                    or more funds without the payment of a sales charge or
          with the
                    payment of a reduced sales charge.  Sales charges
          affected by












                    this rule are treated as if they were incurred with
          respect to
                    the stock acquired under the reinvestment right.  This
          provision
                    may be applied to successive acquisitions of Fund
          shares.

                    HEDGING TRANSACTIONS  

                         The taxation of equity options and OTC options on
          debt
                    securities is governed by Code section 1234.  Pursuant
          to Code
                    section 1234, the premium received by the Fund for
          selling a put












                    or call option is not included in income at the time of
          receipt. 
                    If the option expires, the premium is short-term
          capital gain to
                    the Fund.  If the Fund enters into a closing
          transaction, the
                    difference between the amount paid to close out its
          position and
                    the premium received is short-term capital gain or
          loss.  If a
                    call option written by the Fund is exercised, thereby
          requiring
                    the Fund to sell the underlying security, the premium
          will
                    increase the amount realized upon the sale of such
          security and
                    any resulting gain or loss will be a capital gain or
          loss, and
                    will be long-term or short-term depending upon the
          holding period
                    of the security.  With respect to a put or call option
          that is
                    purchased by the Fund, if the option is sold, any
          resulting gain
                    or loss will be a capital gain or loss, and will be
          long-term or
                    short-term, depending upon the holding period of the
          option.  If
                    the option expires, the resulting loss is a capital
          loss and is
                    long-term or short-term, depending upon the holding
          period of the
                    option.  If the option is exercised, the cost of the
          option, in
                    the case of a call option, is added to the basis of the
          purchased
                    security and, in the case of a put option, reduces the
          amount
                    realized on the underlying security in determining gain
          or loss.

                         Certain options, futures and forward contracts in
          which the
                    Fund may invest may be "section 1256 contracts."  Gains
          or losses
                    on section 1256 contracts are generally considered 60%
          long-term
                    and 40% short-term capital gains or losses; however,
          foreign
                    currency gains or losses arising from certain section
          1256
                    contracts may be treated as ordinary income or loss. 
          Also,













                    section 1256 contracts held by the Fund at the end of
          each
                    taxable year (and generally for purposes of the 4%
          excise tax, on
                    October 31 of each year) are "marked-to-market" with
          the result
                    that unrealized gains or losses are treated as though
          they were
                    realized.

                         Generally, hedging transactions, if any,
          undertaken by the
                    Fund may result in "straddles" for U.S. Federal income
          tax
                    purposes.  The straddle rules may affect the character
          of gains
                    (or losses) realized by the Fund.  In addition, losses
          realized
                    by the Fund on positions that are part of a straddle
          may be
                    deferred under the straddle rules, rather than being
          taken into
                    account in calculating the taxable income for the
          taxable year in
                    which such losses are realized.  Because only a few
          regulations
                    implementing the straddle rules have been promulgated,
          the tax
                    consequences of hedging transactions to the Fund are
          not entirely
                    clear.  The hedging transactions may increase the
          amount of













                    short-term capital gain realized by the Fund which is
          taxed as
                    ordinary income when distributed to shareholders.

                         The Fund may make one or more of the elections
          available
                    under the Code which are applicable to straddles.  If
          the Fund













                    makes any of the elections, the amount, character and
          timing of
                    the recognition of gains or losses from the affected
          straddle
                    positions will be determined under rules that vary
          according to
                    the election(s) made.  The rules applicable under
          certain of the
                    elections may operate to accelerate the recognition of
          gains or
                    losses from the affected straddle positions.

                         Because application of the straddle rules may
          affect the
                    character of gains or losses, defer losses and/or
          accelerate the
                    recognition of gains or losses from the affected
          straddle
                    positions, the amount which must be distributed to
          shareholders,
                    and which will be taxed to shareholders as ordinary
          income or
                    long-term capital gain, may be increased or decreased
                    substantially as compared to a fund that did not engage
          in such
                    hedging transactions.

                         The 30% Limitation and the diversification
          requirements
                    applicable to the Fund's assets may limit the extent to
          which the
                    Fund will be able to engage in transactions in options,
          futures
                    or forward contracts.

                    CURRENCY FLUCTUATIONS --SECTION 988" GAINS OR LOSSES  

                         Under the Code, gains or losses attributable to
          fluctuations
                    in exchange rates which occur between the time the Fund
          accrues
                    receivables or liabilities denominated in a foreign
          currency and
                    the time the Fund actually collects such receivables or
          pays such
                    liabilities generally are treated as ordinary income
          and loss. 
                    Similarly, on disposition of debt securities
          denominated in a
                    foreign currency and on disposition of certain futures,
          forward
                    contracts and options, gains or losses attributable to
                    fluctuations in the value of the foreign currency
          between the












                    date of acquisition of the security or contract and the
          date of
                    disposition also are treated as ordinary gain or loss. 
          These
                    gains or losses, referred to under the Code as "Section
          988"
                    gains or losses, may increase or decrease the amount of
          the
                    Fund's investment company taxable income to be
          distributed to its
                    shareholders as ordinary income.

                    DISCOUNT

                         Certain of the bonds purchased by the Fund may be
          treated as
                    bonds that were originally issued at a discount. 
          Original issue
                    discount represents interest for Federal income tax
          purposes and
                    can generally be defined as the difference between the
          price at
                    which a security was issued and its stated redemption
          price at
                    maturity.  Original issue discount is treated for
          Federal income
                    tax purposes as income earned by the Fund even though
          the Fund
                    doesn't actually receive any cash, and therefore is
          subject to












                    the distribution requirements of the Code.  The amount
          of income
                    earned by the Fund generally is determined on the basis
          of a
                    constant yield to maturity which takes into account the
          semi-
                    annual compounding of accrued interest.

                         If the Fund invests in certain high yield original
          issue
                    discount obligations issued by corporations, a portion
          of the












                    original issue discount accruing on the obligation may
          be
                    eligible for the deduction for dividends received by
                    corporations.  In such event, dividends of investment
          company
                    taxable income received from the Fund by its corporate
                    shareholders, to the extent attributable to such
          portion of
                    accrued original issue discount, may be eligible for
          this
                    deduction for dividends received by corporations if so
          designated
                    by the Fund in a written notice to shareholders.

                         In addition, some of the bonds may be purchased by
          the Fund
                    at a discount which exceeds the original issue discount
          on such
                    bonds, if any.  This additional discount represents
          market
                    discount for Federal income tax purposes.  The gain
          realized on
                    the disposition of any bond having market discount will
          be
                    treated as ordinary income to the extent it does not
          exceed the
                    accrued market discount on such bond (unless the Fund
          elects for
                    all its debt securities acquired after the first day of
          the first
                    taxable year to which the election applies having a
          fixed
                    maturity date of more than one year from the date of
          issue to
                    include market discount in income in tax years to which
          it is
                    attributable).  Generally, market discount accrues on a
          daily
                    basis for each day the bond is held by the Fund at a
          constant
                    rate over the time remaining to the bond's maturity.

                    FOREIGN WITHHOLDING TAXES

                         Income received by the Fund from sources within a
          foreign
                    country may be subject to withholding and other taxes
          imposed by
                    that country.

                         If more than 50% of the value of the Fund's total
          assets at
                    the close of its taxable year consists of securities of
          foreign












                    corporations, the Fund will be eligible and intends to
          elect to
                    "pass-through" to the Fund's shareholders the amount of
          foreign
                    income and similar taxes paid by the Fund.  Pursuant to
          this
                    election, a shareholder will be required to include in
          gross
                    income (in addition to taxable dividends actually
          received) his
                    or her pro rata share of the foreign income and similar
          taxes
                    paid by the Fund, and will be entitled either to deduct
          his or
                    her pro rata share of foreign income and similar taxes
          in
                    computing his taxable income or to use it as a foreign
          tax credit
                    against his U.S. Federal income taxes, subject to
          limitations. 
                    No deduction for foreign taxes may be claimed by a
          shareholder
                    who does not itemize deductions.  Foreign taxes
          generally may not
                    be deducted by a shareholder that is an individual in
          computing
                    the alternative minimum tax.  Each shareholder will be
          notified
                    within 60 days after the close of the Fund's taxable
          year whether












                    the foreign taxes paid by the Fund will "pass-through"
          for that
                    year and, if so, such notification will designate (1)
          the
                    shareholder's portion of the foreign taxes paid to each
          such
                    country and (2) the portion of the dividend which
          represents
                    income derived from sources within each such country.

                         Generally, a credit for foreign taxes is subject
          to the












                    limitation that it may not exceed the shareholder's
          U.S. tax
                    attributable to his total foreign source taxable
          income.  For
                    this purpose, if the Fund makes the election described
          in the
                    preceding paragraph, the source of a Fund's income
          flows through
                    to its shareholders.  With respect to the Fund, gains
          from the
                    sale of securities generally will be treated as derived
          from U.S.
                    sources and section 988 gains will be treated as
          ordinary income
                    derived from U.S. sources.  The limitation on the
          foreign tax
                    credit is applied separately to foreign source passive
          income,
                    including foreign source passive income received from
          the Fund. 
                    In addition, the foreign tax credit may offset only 90%
          of the
                    revised alternative minimum tax imposed on corporations
          and
                    individuals.

                         The foregoing is only a general description of the
          foreign
                    tax credit under current law.  Because application of
          the credit
                    depends on the particular circumstances of each
          shareholder,
                    shareholders are advised to consult their own tax
          advisers.

                    INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES

                         If the Fund invests in stock of certain foreign
          investment
                    companies either directly or through ADRs, the Fund may
          be
                    subject to U.S. federal income taxation on a portion of
          any
                    "excess distribution" with respect to, or gain from the
                    disposition of, such stock.  The tax would be
          determined by
                    allocating such distribution or gain ratably to each
          day of the
                    Fund's holding period for the stock.  The distribution
          or gain so
                    allocated to any taxable year of the Fund, other than
          the taxable
                    year of the excess distribution or disposition, would
          be taxed to












                    the Fund at the highest ordinary income rate in effect
          for such
                    year, and the tax would be further increased by an
          interest
                    charge to reflect the value of the tax deferral deemed
          to have
                    resulted from the ownership of the foreign company's
          stock.  Any
                    amount of distribution or gain allocated to the taxable
          year of
                    the distribution or disposition would be included in
          the Fund's
                    investment company taxable income and, accordingly,
          would not be
                    taxable to the Fund to the extent distributed by the
          Fund as a
                    dividend to its shareholders.

                         The Fund may be able to make an election, in lieu
          of being
                    taxable in the manner described above, to include
          annually in
                    income its pro rata share of the ordinary earnings and
          net
                    capital gain of the foreign investment company,
          regardless of
                    whether it actually received any distributions from the
          foreign
                    company.  These amounts would be included in the Fund's
                    investment company taxable income and net capital gain
          which, to












                    the extent distributed by the Fund as ordinary or
          capital gain
                    dividends, as the case may be, would not be taxable to
          the Fund. 
                    In order to make this election, the Fund would be
          required to
                    obtain certain annual information from the foreign
          investment
                    companies in which it invests, which in many cases may
          be













                    difficult to obtain.  Alternatively, the Fund may be
          eligible for
                    another election that would involve marking to market
          its PFIC
                    stock at the end of each taxable year, with any
          resulting mark to
                    market gain being reported as ordinary income.  No mark
          to market
                    losses would be recognized.  The effect of this
          election would be
                    to treat excess distributions and gain on dispositions
          as
                    ordinary income which is not subject to a fund-level
          tax when
                    distributed to shareholders as a dividend.

                    BACKUP WITHHOLDING

                         The Fund will be required to report to the
          Internal Revenue
                    Service (the "IRS") all distributions as well as gross
          proceeds
                    from the redemption of the Fund's shares, except in the
          case of
                    certain exempt shareholders.  All such distributions
          and proceeds
                    will be subject to withholding of Federal income tax at
          a rate of
                    31% ("backup withholding") in the case of non-exempt
          shareholders
                    if (1) the shareholder fails to furnish the Fund with
          and to
                    certify the shareholder's correct taxpayer
          identification number
                    or social security number; (2) the IRS notifies the
          shareholder
                    or the Fund that the shareholder has failed to report
          properly
                    certain interest and dividend income to the IRS and to
          respond to
                    notices to that effect; or (3) when required to do so,
          the
                    shareholder fails to certify that he or she is not
          subject to
                    backup withholding.  If the withholding provisions are
                    applicable, any such distributions or proceeds, whether
                    reinvested in additional shares or taken in cash, will
          be reduced
                    by the amounts required to be withheld.  

                    OTHER TAXATION  

                         The foregoing discussion relates only to U.S.
          Federal income












                    tax law as applicable to U.S. persons (i.e., U.S.
          citizens and
                    residents and domestic corporations, partnerships,
          trusts and
                    estates).  Distributions by the Fund also may be
          subject to state
                    and local taxes, and their treatment under state and
          local income
                    tax laws may differ from the U.S. Federal income tax
          treatment. 
                    Shareholders should consult their tax advisers with
          respect to
                    particular questions of U.S. Federal, state and local
          taxation. 
                    Shareholders who are not U.S. persons should consult
          their tax
                    advisers regarding U.S. and foreign tax consequences of
          ownership
                    of shares of the Fund, including the likelihood that
                    distributions to them would be subject to withholding
          of U.S.
                    Federal income tax at a rate of 30% (or at a lower rate
          under a
                    tax treaty).
















                                CALCULATION OF AVERAGE ANNUAL TOTAL RETURN

                         The Fund's average annual total return quotations
          as they
                    may appear in the Prospectus, this Statement of
          Additional
                    Information, advertising or sales literature are
          calculated by
                    standard methods prescribed by the SEC.  The Fund's
          standardized
                    average annual total return quotations may be
          accompanied by non-
                    standardized total return quotations.  Performance
          information is












                    computed separately for the Fund's Class A and Class B
          shares.

                    AVERAGE ANNUAL TOTAL RETURN QUOTATIONS

                         Standardized average annual total return
          ("Standardized
                    Return") quotations for a specific Class of shares of
          the Fund
                    are computed by finding the average annual compounded
          rate of
                    return that would cause a hypothetical investment in
          that Class
                    of the Fund made on the first day of a designated
          period to equal
                    the ending redeemable value ("ERV") of such
          hypothetical
                    investment on the last day of the designated period,
          according to
                    the following formula:

                              P(1 + T){superscript n}  =  ERV

                    Where:    P    =    a hypothetical initial payment of
          $1,000 to
                                        purchase shares of a specified
          Class 

                              T    =    the average annual total return of
          shares of
                                        that Class

                              n    =    the number of years

                              ERV  =    the ending redeemable value of a
          hypothetical
                                        $1,000 payment made at the
          beginning of a
                                        designated period (or fractional
          portion
                                        thereof).

                         For purposes of the above computation for the
          Fund, it is
                    assumed that all dividends and capital gains
          distributions made
                    by the Fund are reinvested at net asset value in
          additional
                    shares of the same Class during the designated period. 
          In
                    calculating the ending redeemable value for Class A
          shares and
                    assuming complete redemption at the end of the
          applicable period,












                    the maximum 4.75% sales charge is deducted from the
          initial
                    $1,000 payment and, for Class B shares, the applicable
          CDSC
                    imposed upon redemption of Class B shares held for the
          period is
                    deducted.  Standardized Return quotations for the Fund
          do not
                    take into account any required payments for federal or
          state
                    income taxes.  Standardized Return figures for Class B
          shares for
                    periods over eight years will reflect conversion of the
          Class B
                    shares to Class A shares at the end of the eighth year. 
          Each
                    Standardized Return quotation is determined to the
          nearest 1/100
                    of 1%.














                         The Fund may, from time to time, include in
          advertisements,
                    promotional literature or reports to shareholders or
          prospective
                    investors total return data that are not calculated
          according to
                    the formula set forth above ("Non-Standardized
          Return").  Neither
                    initial sales charges nor CDSCs are taken into account
          in
                    calculating Non-Standardized Return; a sales charge, if
          deducted,
                    would reduce the return.

                         In determining the average annual total return for
          the
                    Class A and Class B shares of the Fund, recurring fees,
          if any,
                    that are charged to all shareholder accounts are taken
          into













                    consideration.  For any account fees that vary with the
          size of
                    the account of the Fund, the account fee used for
          purposes of the
                    above computation is assumed to be the fee that would
          be charged
                    to the mean account size of the Fund. 

                         As of April 30, 1996 the Fund has not commenced
          operations,
                    and therefore no historical return information exists
          for the
                    Fund.    

                    OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION

                         The foregoing computation methods are prescribed
          for
                    advertising and other communications subject to SEC
          Rule 482. 
                    Communications not subject to this rule may contain a
          number of
                    different measures of performance, computation methods
          and
                    assumptions, including but not limited to:  historical
          total
                    returns; results of actual or hypothetical investments;
          changes
                    in dividends, distributions or share values; or any
          graphic
                    illustration of such data.  These data may cover any
          period of
                    the Trust's existence and may or may not include the
          impact of
                    sales charges, taxes or other factors.

                         The average annual total return for the Class A
          and Class B
                    shares of the Fund will vary from time to time
          depending on
                    market conditions, the composition of the Fund's
          portfolio and
                    operating expenses of the Fund.  These factors and
          possible
                    differences in the methods used in calculating returns
          should be
                    considered when comparing performance information
          regarding the
                    Fund's Class A and Class B shares with information
          published for
                    other investment companies and other investment
          vehicles.  Return
                    quotations should also be considered relative to
          changes in the












                    value of the Fund's shares and the risks associated
          with the
                    Fund's investment objectives and policies.  At any time
          in the
                    future, return quotations may be higher or lower than
          past return
                    quotations and there can be no assurance that any
          historical
                    return quotation will continue in the future.  The Fund
          may also
                    cite endorsements or use for comparison its performance
          rankings
                    and listings reported in such newspapers or business or
          consumer
                    publications as, among others:  AAII JOURNAL, BARRON'S,
          BOSTON
                    BUSINESS JOURNAL, BOSTON GLOBE, BOSTON HERALD, BUSINESS
          WEEK,
                    CONSUMER'S DIGEST, CONSUMER GUIDE PUBLICATIONS,
          CHANGING TIMES,
                    FINANCIAL PLANNING, FINANCIAL WORLD, FORBES, FORTUNE
          GROWTH FUND
                    GUIDE, HOUSTON POST, INSTITUTIONAL INVESTOR,
          INTERNATIONAL FUND












                    MONITOR, INVESTOR'S DAILY, LOS ANGELES TIMES, MEDICAL
          ECONOMICS,
                    MIAMI HERALD, MONEY MUTUAL FUND FORECASTER, MUTUAL FUND
          LETTER,
                    MUTUAL FUND SOURCE BOOK, MUTUAL FUND VALUES, NATIONAL
          UNDERWRITER
                    NELSON'S DIRECTOR OF INVESTMENT MANAGERS, NEW YORK
          TIMES,
                    NEWSWEEK, NO LOAD FUND INVESTOR, NO LOAD FUND* X,
          OAKLAND
                    TRIBUNE, PENSION WORLD, PENSIONS AND INVESTMENT AGE,
          PERSONAL
                    INVESTOR, RUGG AND STEELE, TIME, U.S. NEWS AND WORLD
          REPORT, USA
                    TODAY, THE WALL STREET JOURNAL AND WASHINGTON POST.

                                           FINANCIAL STATEMENTS













                         As of April 30, 1996 the Fund has not commenced
          operations,
                    and therefore has not issued historical financial
          statements. 
                    After the Fund commences operations, it will issue an
          Annual
                    Report to shareholders for each fiscal year ended
          December 31 and
                    a Semi-Annual Report to shareholders for each period
          June 30.    





























































                                                APPENDIX A
                        DESCRIPTION OF STANDARD & POOR'S CORPORATION
          ("S&P") AND 
                      MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE
          BOND AND
                                         COMMERCIAL PAPER RATINGS

                    [From "Moody's Bond Record," November 1994 Issue 
          (Moody's
                    Investor Service, New York, 1994), and "Standard &
          Poor's
                    Municipal Ratings Handbook," October 1994 Issue (McGraw
          Hill, New
                    York, 1994).]

                    MOODY'S:  

                         (a)  CORPORATE BONDS.  Bonds rated Aaa by Moody's
          are judged
                    by Moody's to be of the best quality, carrying the
          smallest
                    degree of investment risk.  Interest payments are
          protected by a
                    large or exceptionally stable margin and principal is
          secure. 
                    Bonds rated Aa are judged by Moody's to be of high
          quality by all
                    standards.  Aa bonds are rated lower than Aaa bonds
          because
                    margins of protection may not be as large as those of
          Aaa bonds,
                    or fluctuations of protective elements may be of
          greater
                    amplitude, or there may be other elements present which
          make the
                    long-term risks appear somewhat larger than those
          applicable to
                    Aaa securities.  Bonds which are rated A by Moody's
          possess many
                    favorable investment attributes and are considered as
          upper
                    medium-grade obligations.  Factors giving security to
          principal
                    and interest are considered adequate, but elements may
          be present
                    which suggest a susceptibility to impairment sometime
          in the
                    future.













                         Bonds rated Baa by Moody's are considered
          medium-grade
                    obligations, i.e., they are neither highly protected
          nor poorly
                    secured.  Interest payments and principal security
          appear
                    adequate for the present, but certain protective
          elements may be
                    lacking or may be characteristically unreliable over
          any great
                    length of time.  Such bonds lack outstanding investment
                    characteristics and in fact have speculative
          characteristics as
                    well.  Bonds which are rated Ba are judged to have
          speculative
                    elements; their future cannot be considered
          well-assured.  Often
                    the protection of interest and principal payments may
          be very
                    moderate and thereby not well safeguarded during both
          good and
                    bad times over the future.  Uncertainty of position
          characterizes
                    bonds in this class.  Bonds which are rated B generally
          lack
                    characteristics of the desirable investment.  Assurance
          of
                    interest and principal payments of or maintenance of
          other terms
                    of the contract over any long period of time may be
          small.

                         Bonds which are rated Caa are of poor standing.  
          Such
                    issues may be in default or there may be present
          elements of
                    danger with respect to principal or interest.  Bonds
          which are
                    rated Ca represent obligations which are speculative in
          a high
                    degree.  Such issues are often in default or have other
          marked
                    shortcomings.  Bonds which are rated C are the lowest
          rated class
                    of bonds and issues so rated can be regarded as having
          extremely
                    poor prospects of ever attaining any real investment
          standing.























                         (b)  COMMERCIAL PAPER.  The Prime rating is the
          highest
                    commercial paper rating assigned by Moody's.  Among the
          factors
                    considered by Moody's in assigning ratings are the
          following: 
                    (1) evaluation of the management of the issuer; (2)
          economic
                    evaluation of the issuer's industry or industries and
          an
                    appraisal of speculative-type risks which may be
          inherent in
                    certain areas; (3) evaluation of the issuer's products
          in
                    relation to competition and customer acceptance; (4)
          liquidity;
                    (5) amount and quality of long-term debt; (6) trend of
          earnings
                    over a period of ten years; (7) financial strength of a
          parent
                    company and the relationships which exist with the
          issuer; and
                    (8) recognition by management of obligations which may
          be present
                    or may arise as a result of public interest questions
          and
                    preparations to meet such obligations.  Issuers within
          this Prime
                    category may be given ratings 1, 2 or 3, depending on
          the
                    relative strengths of these factors.  The designation
          of Prime-1
                    indicates the highest quality repayment capacity of the
          rated
                    issue.

                    S&P:  

                         (a)  CORPORATE BONDS.  An S&P corporate debt
          rating is a
                    current assessment of the creditworthiness of an
          obligor with
                    respect to a specific obligation.  The ratings are
          based on
                    current information furnished by the issuer or obtained
          by S&P
                    from other sources it considers reliable.  The ratings
          described













                    below may be modified by the addition of a plus or
          minus sign to
                    show relative standing within the major rating
          categories.

                         Debt rated AAA by S&P is considered by S&P to be
          the highest
                    grade obligation.  Capacity to pay interest and repay
          principal
                    is extremely strong.  Debt rated AA is judged by S&P to
          have a
                    very strong capacity to pay interest and repay
          principal and
                    differs from the highest rated issues only in small
          degree.  Debt
                    rated A by S&P has a strong capacity to pay interest
          and repay
                    principal, although it is somewhat more susceptible to
          the
                    adverse effects of changes in circumstances and
          economic
                    conditions than debt in higher rated categories.

                         Debt rated BBB by S&P is regarded by S&P as having
          an
                    adequate capacity to pay interest and repay principal. 
          Although
                    such bonds normally exhibit adequate protection
          parameters,
                    adverse economic conditions or changing circumstances
          are more
                    likely to lead to a weakened capacity to pay interest
          and repay
                    principal than debt in higher rated categories.

                         Debt rated BB, B, CCC, CC and C is regarded as
          having
                    predominately speculative characteristics with respect
          to
                    capacity to pay interest and repay principal.  BB
          indicates the
                    least degree of speculation and C the highest.  While
          such debt
                    will likely have some quality and protective
          characteristics,
                    these are outweighed by large uncertainties or
          exposures to
                    adverse conditions.  Debt rated BB has less near-term
                    vulnerability to default than other speculative issues. 
          However,























                    it faces major ongoing uncertainties or exposure to
          adverse
                    business, financial or economic conditions which could
          lead to
                    inadequate capacity to meet timely interest and
          principal
                    payments.  The BB rating category is also used for debt
                    subordinated to senior debt that is assigned an actual
          or implied
                    BBB- rating.  Debt rated B has a greater vulnerability
          to default
                    but currently has the capacity to meet interest
          payments and
                    principal repayments.  Adverse business, financial, or
          economic
                    conditions will likely impair capacity or willingness
          to pay
                    interest and repay principal.  The B rating category is
          also used
                    for debt subordinated to senior debt that is assigned
          an actual
                    or implied BB or BB- rating.  Debt rated CCC has a
          currently
                    identifiable vulnerability to default, and is dependent
          upon
                    favorable business, financial, and economic conditions
          to meet
                    timely payment of interest and repayment of principal. 
          In the
                    event of adverse business, financial or economic
          conditions, it
                    is not likely to have the capacity to pay interest and
          repay
                    principal.  The CCC rating category is also used for
          debt
                    subordinated to senior debt that is assigned an actual
          or implied
                    B or B- rating.  The rating CC typically is applied to
          debt
                    subordinated to senior debt which is assigned an actual
          or
                    implied CCC debt rating.  The rating C typically is
          applied to
                    debt subordinated to senior debt which is assigned an
          actual or
                    implied CCC- debt rating.  The C rating may be used to
          cover a












                    situation where a bankruptcy petition has been filed,
          but debt
                    service payments are continued.  

                         (b)  COMMERCIAL PAPER.  An S&P commercial paper
          rating is a
                    current assessment of the likelihood of timely payment
          of debt
                    having an original maturity of no more than 365 days.  


                         Commercial paper rated A by S&P has the following
                    characteristics:  (i) liquidity ratios are adequate to
          meet cash
                    requirements; (ii) long-term senior debt rating should
          be A or
                    better, although in some cases BBB credits may be
          allowed if
                    other factors outweigh the BBB; (iii) the issuer should
          have
                    access to at least one additional channel of borrowing;
          (iv)
                    basic earnings and cash flow should have an upward
          trend with
                    allowances made for unusual circumstances; and (v)
          typically the
                    issuer's industry should be well established and the
          issuer
                    should have a strong position within its industry and
          the
                    reliability and quality of management should be
          unquestioned. 
                    Issues rated A are further referred to by use of
          numbers 1, 2 and
                    3 to denote relative strength within this highest
          classification. 
                    For example, the A-1 designation indicates that the
          degree of
                    safety regarding timely payment of debt is strong.

                         Issues rated B are regarded as having only
          speculative
                    capacity for timely payment.  The C rating is assigned
          to short-
                    term debt obligations with a doubtful capacity for
          payment.
                    1/3/95


























                    PART C.   OTHER INFORMATION

                    Item 24:  Financial Statements and Exhibits

                         (a)  Financial Statements:

                              Contained in Part A:  Financial Highlights 

                              Incorporated by reference in Part B:

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Bond Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          for the six
                                        months ended December 31, 1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Canada Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          for the six
                                        months ended December 31, 1994
                                   -    Financial Highlights












                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy China Region Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Emerging Growth Fund:
                                   -    Portfolio of Investments at
          December 31, 1995












                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants














                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Global Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          for the six
                                        months ended December 31, 1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Growth Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Growth with Income Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          1994












                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy International Fund:
                                   -    Portfolio of Investments at
          December 31, 1995













                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy Latin America Strategy Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          for the
                                        Period November 1, 1994
          (commencement) to
                                        December 31, 1994












                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                                   December 31, 1995 Annual Report to
          Shareholders of
                                   Ivy New Century Fund:
                                   -    Portfolio of Investments at
          December 31, 1995
                                   -    Statement of Assets and Liabilities
          as of
                                        December 31, 1995
                                   -    Statement of Operations for the
          Year ended
                                        December 31, 1995
                                   -    Statement of Changes in Net Assets
          for the
                                        Year ended December 31, 1995 and
          for the
                                        Period November 1, 1994
          (commencement) to
                                        December 31, 1994
                                   -    Financial Highlights
                                   -    Notes to Financial Statements
                                   -    Report of Independent Accountants

                         (b)  Exhibits:

                              1.   (a)  Amended and Restated Declaration of
          Trust
                                        dated December 10, 1992 filed with
          Post-
                                        Effective Amendment No. 71 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (b)  Amendment to Amended and Restated
          Declaration
                                        of Trust filed with Post-Effective
          Amendment
                                        No. 73 to Registration Statement
          No. 2-17613
                                        and incorporated by reference
          herein.

























                                   (c)  Amendment to Amended and Restated
          Declaration
                                        of Trust filed with Post-Effective
          Amendment
                                        No. 74 to Registration Statement
          No. 2-17613
                                        and incorporated by reference
          herein.

                                   (d)  Establishment and Designation of
          Additional
                                        Series (Ivy Emerging Growth Fund)
          filed with
                                        Post-Effective Amendment No. 73 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (e)  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. 73 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (f)  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. 74 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (g)  Establishment and Designation of
          Additional
                                        Series (Ivy China Region Fund)
          filed with
                                        Post-Effective Amendment No. 74 to













                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (h)  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. 74
                                        for Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (i)  Establishment and Designation of
          Additional
                                        Class (Ivy International
          Fund--Class I) filed
                                        with Post-Effective Amendment No.
          74 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (j)  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. 75 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.























                                   (k)  Establishment and Designation of
          Series and
                                        Classes (Ivy International Bond
          Fund--Class A
                                        and Class B) filed with
          Post-Effective
                                        Amendment No. 76 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein. 

                                   (l)  Establishment and Designation of
          Series and
                                        Classes (Ivy Bond Fund, Ivy Canada
          Fund, Ivy
                                        Global Fund, Ivy Short-Term U.S.
          Government
                                        Securities Fund (now known as Ivy
          Short-Term
                                        Bond Fund) -- Class A and Class B)
          filed with
                                        Post-Effective Amendment No. 77 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (m)  Redesignation of Ivy Short-Term
          U.S.
                                        Government Securities Fund as Ivy
          Short-Term
                                        Bond Fund filed with Post-Effective
          Amendment
                                        No. 81 to Registration Statement
          No. 2-17613
                                        and incorporated by reference
          herein.

                                   (n)  Redesignation of Shares (Ivy Money
          Market
                                        Fund--Class A and Ivy Money Market
          Fund--
                                        Class B) filed with this
          Post-Effective
                                        Amendment No. 84 to Registration
          Statement
                                        No. 2-17613.

                                   (o)  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 this
          Post-Effective
                                        Amendment No. 84 to Registration
          Statement
                                        No. 2-17613.

                              2.   By-Laws, as amended and filed with
          Post-Effective
                                   Amendment No. 48 to Registration
          Statement No. 2-
                                   17613 and incorporated by reference
          herein.

                              3.   Not Applicable

                              4.   (a)  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 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.












                                   (b)  Specimen Security for Ivy Emerging
          Growth
                                        Fund filed with Post-Effective
          Amendment No.












                                        70 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (c)  Specimen Security for Ivy China
          Region Fund
                                        filed with Post-Effective Amendment
          No. 74 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (d)  Specimen Security for Ivy Latin
          American
                                        Strategy Fund filed with
          Post-Effective
                                        Amendment No. 75 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (e)  Specimen Security for Ivy New
          Century Fund
                                        filed with Post-Effective Amendment
          No. 75 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (f)  Specimen Security for Ivy
          International Bond
                                        Fund filed with Post-Effective
          Amendment No.
                                        76 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (g)  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 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                              5.   (a)  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. 68 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (b)  Subadvisory Contract by and among
          Ivy Fund,
                                        Ivy Management Inc. and Boston
          Overseas
                                        Investors, Inc. filed with
          Post-Effective
                                        Amendment No. 68 to Registration
          Statement
                                        No. 2-17613 and incorporated by the
          reference
                                        herein.

                                   (c)  Assignment Agreement relating to
          Subadvisory
                                        Contract filed with Post-Effective
          Amendment
                                        No. 74 to Registration Statement
          No. 2-17613
                                        and incorporated by reference
          herein.













                                   (d)  Business Management and Investment
          Advisory
                                        Agreement Supplement for Ivy
          Emerging Growth
                                        Fund filed with Post-Effective
          Amendment No.
                                        74 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.












                                   (e)  Business Management and Investment
          Advisory
                                        Agreement Supplement for Ivy China
          Region
                                        Fund filed with Post-Effective
          Amendment No.
                                        71 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (f)  Form of Business Management and
          Investment
                                        Advisory Supplement for Ivy Latin
          America
                                        Strategy Fund filed with
          Post-Effective
                                        Amendment No. 75 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (g)  Form of Business Management and
          Investment
                                        Advisory Agreement Supplement for
          Ivy New
                                        Century Fund filed with
          Post-Effective
                                        Amendment No. 75 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (h)  Form of Business Management and
          Investment
                                        Advisory Agreement Supplement for
          Ivy
                                        International Bond Fund filed with
          Post-
                                        Effective Amendment No. 76 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (i)  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. 81 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (j)  Master Business Management
          Agreement between
                                        Ivy Fund and Ivy Management Inc.
          filed with
                                        Post-Effective Amendment No. 81 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (k)  Form of Supplement to Master
          Business
                                        Agreement between Ivy Fund and Ivy
          Management
                                        Inc.--Ivy Canada Fund filed with
          Post-
                                        Effective Amendment No. 77 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.













                                   (l)  Form of Investment Advisory
          Agreement between
                                        Ivy Fund and Mackenzie Financial
          Corporation
                                        filed with Post-Effective Amendment
          No. 77 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                              6.   (a)  Dealer Agreement, as amended and
          filed with
                                        Post-Effective Amendment No. 70 to
                                        Registration Statement No. 2-17613
          and












                                        incorporated by reference herein.

                                   (b)  Amended and Restated Distribution
          Agreement
                                        filed with Post-Effective Amendment
          No. 73 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (c)  Amendment to Amended and Restated
                                        Distribution Agreement filed with
          Post-
                                        Effective Amendment No. 73 to
          Registration
                                        Statement No. 2-17613.

                                   (d)  Addendum to Amended and Restated
          Distribution
                                        Agreement (Ivy Money Market
          Fund--Class A and
                                        Ivy Money Market Fund--Class B)
          filed with
                                        this Post-Effective Amendment No.
          84 to
                                        Registration Statement No. 2-17613.

                                   (e)  Form of Addendum to Amended and
          Restated
                                        Distribution Agreement (Class C)
          filed with
                                        this Post-Effective Amendment No.
          84 to
                                        Registration Statement No. 2-17613.

                              7.   Not Applicable

                              8.   Custodian Agreement between Ivy Fund and
          Brown
                                   Brothers Harriman & Co. filed with
          Post-Effective
                                   Amendment No. 74 to Registration No.
          2-17613 and
                                   incorporated by reference herein.

                              9.   (a)  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. 68 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (b)  Addendum to Administrative Services
          Agreement
                                        Supplement for Ivy International
          Fund filed
                                        with Post-Effective Amendment No.
          74 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.













                                   (c)  Administrative Services Agreement
          Supplement
                                        for Ivy Emerging Growth Fund filed
          with Post-
                                        Effective Amendment No. 73 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (d)  Administrative Services Agreement
          Supplement
                                        for Ivy China Region Fund filed
          with Post-
                                        Effective Amendment No. 73 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (e)  Administrative Services Agreement
          Supplement
                                        for Class I Shares of Ivy
          International Fund












                                        filed with Post-Effective Amendment
          No. 74 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (f)  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. 73 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (g)  Fund Accounting Services Agreement
          Supplement
                                        for Ivy Growth with Income Fund
          filed with
                                        Post-Effective Amendment No. 73 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (h)  Fund Accounting Services Agreement
          Supplement
                                        for Ivy China Region Fund filed
          with Post-
                                        Effective Amendment No. 73 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (i)  Transfer Agency and Shareholder
          Services
                                        Agreement between Ivy Fund and Ivy
          Management
                                        Inc. filed with Post-Effective
          Amendment No.
                                        71 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (j)  Addendum to Transfer Agency and
          Shareholder













                                        Services Agreement filed with
          Post-Effective
                                        Amendment No. 73 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein. 

                                   (k)  Assignment Agreement relating to
          Transfer
                                        Agency and Shareholder Services
          Agreement
                                        filed with Post-Effective Amendment
          No. 74 to












                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (l)  Form of Administrative Services
          Agreement
                                        Supplement for Ivy Latin America
          Strategy
                                        Fund filed with Post-Effective
          Amendment No.
                                        75 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (m)  Form of Administrative Services
          Agreement
                                        Supplement for Ivy New Century Fund
          filed
                                        with Post-Effective Amendment No.
          75 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (n)  Form of Fund Accounting Services
          Agreement
                                        Supplement for Ivy Latin America
          Strategy












                                        Fund filed with Post-Effective
          Amendment No.
                                        75 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (o)  Form of Fund Accounting Services
          Agreement
                                        Supplement for Ivy New Century Fund
          filed
                                        with Post-Effective Amendment No.
          75 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (p)  Form of Administrative Services
          Agreement
                                        Supplement for Ivy International
          Bond Fund
                                        filed with Post-Effective Amendment
          No. 76 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (q)  Form of Fund Accounting Services
          Agreement
                                        Supplement for  International Bond
          Fund filed
                                        with Post-Effective Amendment No.
          76 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (r)  Addendum to Transfer Agency and
          Shareholder
                                        Services Agreement filed with
          Post-Effective
                                        Amendment No. 76 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (s)  Addendum to Transfer Agency and
          Shareholder
                                        Services Agreement filed with
          Post-Effective
                                        Amendment No. 77 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference












                                        herein.

                                   (t)  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. 81 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (u)  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. 81 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (v)  Form of Administrative Services
          Agreement
                                        Supplement 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 this Post-Effective
          Amendment No.
                                        84 to Registration Statement No.
          2-17613.

                                   (w)  Form of Addendum to Transfer Agency
          and
                                        Shareholder Services Agreement
          filed with
                                        this Post-Effective Amendment No.
          84 to
                                        Registration Statement No. 2-17613.

                              10.  Opinion and Consent of Dechert Price &
          Rhoads,
                                   filed herewith.

                              11.  Consent of Coopers & Lybrand L.L.P.,
          filed
                                   herewith.

                              12.  Reports of Coopers & Lybrand L.L.P.,
          filed
                                   herewith, and the following Financial
          Statements
                                   filed electronically on February 29,
          1996 and
                                   incorporated by reference herein:

                                   (a)  Annual Report to Shareholders of
          Ivy Bond
                                        Fund for the year ended December
          31, 1995

                                   (b)  Annual Report to Shareholders of
          Ivy Canada
                                        Fund for the year ended December
          31, 1995

                                   (c)  Annual Report to Shareholders of
          Ivy China
                                        Region Fund for the year ended
          December 31,
                                        1995

                                   (d)  Annual Report to Shareholders of
          Ivy Emerging
                                        Growth Fund for the year ended
          December 31,
                                        1995

                                   (e)  Annual Report to Shareholders of
          Ivy Global













                                        Fund for the year ended December
          31, 1995












                                   (f)  Annual Report to Shareholders of
          Ivy Growth
                                        Fund for the year ended December
          31, 1995

                                   (g)  Annual Report to Shareholders of
          Ivy Growth
                                        with Income Fund for the year ended
          December
                                        31, 1995

                                   (h)  Annual Report to Shareholders of
          Ivy
                                        International Fund for the year
          ended
                                        December 31, 1995

                                   (i)  Annual Report to Shareholders of
          Ivy Latin
                                        America Strategy Fund for the year
          ended
                                        December 31, 1995

                                   (j)  Annual Report to Shareholders of
          Ivy New
                                        Century Fund for the year ended
          December 31,
                                        1995

                              13.  Not applicable

                              14.  Not applicable

                              15.  (a)  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.
                                        73 to Registration Statement No.
          2-17613 and
                                        incorporated by reference herein.

                                   (b)  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. 73 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (c)  Distribution Plan for Class C
          shares of Ivy
                                        Growth with Income Fund filed with
          Post-
                                        Effective Amendment No. 73 to
          Registration
                                        Statement No. 2-17613 and
          incorporated by
                                        reference herein.

                                   (d)  Form of Rule 12b-1 Related
          Agreement filed
                                        with Post-Effective Amendment No.
          73 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (e)  Supplement to Master Amended and
          Restated
                                        Distribution Plan for Ivy Fund
          Class A Shares
                                        filed with Post-Effective Amendment
          No. 76 to
























                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein. 

                                   (f)  Supplement to Distribution Plan for
          Ivy Fund
                                        Class B Shares filed with
          Post-Effective
                                        Amendment No. 76 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (g)  Supplement to Master Amended and
          Restated
                                        Distribution Plan for Ivy Fund
          Class A Shares
                                        filed with Post-Effective Amendment
          No. 77 to
                                        Registration Statement No. 2-17613
          and
                                        incorporated by reference herein.

                                   (h)  Supplement to Distribution Plan for
          Ivy Fund
                                        Class B Shares filed with
          Post-Effective
                                        Amendment No. 77 to Registration
          Statement
                                        No. 2-17613 and incorporated by
          reference
                                        herein.

                                   (i)  Form of Supplement to Distribution
          Plan for
                                        Ivy Growth with Income Fund Class C
          Shares
                                        (Redesignation as Class D Shares)
          filed with
                                        this Post-Effective Amendment No.
          84 to
                                        Registration Statement No. 2-17613.

                              16.  Schedule of Computation of Standardized
                                   Performance Quotations filed with
          Post-Effective
                                   Amendment No. 71 to Registration
          Statement No. 2-
                                   17613 and incorporated by reference
          herein.












                              17.  Financial Data Schedule filed with this
          Post-
                                   Effective Amendment No. 84 to
          Registration
                                   Statement No. 2-17613.

                              18.  Plan adopted pursuant to Rule 18f-3
          under the
                                   Investment Company Act of 1940 filed
          with Post-
                                   Effective Amendment No. 83 to
          Registration
                                   Statement No. 2-17613 and incorporated
          by
                                   reference herein.

                    25.  Persons Controlled by or Under Common Control with
                         Registrant

                         -    Not applicable




















                    26.  Number of Holders of Securities (the inception
          date for
                         Class C shares is April 30, 1996, and therefore
          there were
                         no Class C shareholders of any of the Funds as of
          the date
                         shown below).

                    Fund:               Date           Class     Record
          Holders

                    Ivy Bond Fund       1/31/96        Class A   5,319
                                                       Class B   195
                                                       Class I   -0-












                    Ivy Canada Fund     1/31/96        Class A   2,941
                                                       Class B   102

                    Ivy China Region    1/31/96        Class A   2,302
                                                       Class B   1,213

                    Ivy Emerging        1/31/96        Class A   3,800
                    Growth Fund                        Class B   1,718

                    Ivy Global Fund     1/31/96        Class A   1,518
                                                       Class B   378

                    Ivy Growth Fund     1/31/96        Class A   32,531
                                                       Class B   210

                    Ivy Growth with     1/31/96        Class A   5,156
                    Income Fund                        Class B   766
                                                       Class C*  90

                    Ivy International   1/31/96        Class A   16,002
                    Fund                               Class B   6,726
                                                       Class I   171

                    Ivy International   1/31/96        Class A   -0-
                    Bond Fund                          Class B   -0-

                    Ivy Latin America   1/31/96        Class A   262
                    Strategy Fund                      Class B   133

                    Ivy Money Market    1/31/96        Class A   2,578
                    Fund                               Class B   118

                    Ivy New Century     1/31/96        Class A   372
                    Fund                               Class B   133

                    Ivy Short-Term      1/31/96        Class A   280
                    Bond Fund                          Class B   6
                                                       Class I   -0-

                    *    Effective April 30, 1996, Class C shares of Ivy
          Growth with
                         Income Fund will be redesignated as "Ivy Growth
          with Income-
                         - Class D".
























                    27.  Indemnification

                         The information required by this item is
          incorporated by
                         reference to Item 27 of Part C of Post-Effective
          Amendment
                         No. 48 to Registrant's Registration Statement on
          Form N-1A
                         under the Securities Act of 1933 (File No.
          2-17613). 
                         Mackenzie Investment Management Inc. ("Mackenzie")
          has
                         agreed to indemnify certain disinterested Trustees
          of the
                         Fund for legal fees and court costs, not exceeding
          $250,000
                         in the aggregate, except to the extent that
          indemnification
                         is otherwise provided by the Fund or such fees or
          costs are
                         covered by insurance.  Mackenzie is not obligated
          to
                         indemnify any such Trustee if he is finally
          adjudicated by
                         the SEC or any court to have acted in bad faith or
          with
                         gross negligence or willful misconduct with
          respect to any
                         Board action in connection with Mackenzie's
          purchase of all
                         of the outstanding capital stock of Ivy
          Management, Inc. 
                         Mackenzie has also agreed to indemnify the selling
                         shareholders, consisting of William M. Watson and
          a company
                         controlled by Michael R. Peers (Trustees and
          Officers of Ivy
                         Fund), against a variety of matters with respect
          to the sale
                         of such stock to Mackenzie.

                    28.  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 the Trust,
          Mackenzie
                         Financial Corporation, the adviser to Ivy Canada
          Fund, and












                         Northern Cross Investments Limited (the successor
          to Boston
                         Overseas Investors, Inc.), the subadviser to Ivy
                         International Fund.

                         The list required by this Item 28 of officers and
          directors
                         of Ivy Management, Inc. and Northern Cross
          Investments
                         Limited, 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.

                    29.  Principal Underwriters

                         (a)  Mackenzie Ivy Funds Distribution, Inc.
          ("MIFDI"), 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.  MIFDI also serves as the
          distributor
                              for Mackenzie Series Trust.  MIFDI is the
          successor to
                              MIMI's distribution activities.














                         (b)  The information required by this Item 29
          regarding each












                              director, officer or partner of MIFDI is
          incorporated
                              by reference to Schedule A of Form BD filed
          by MIFDI
                              pursuant to the Securities Exchange Act of
          1934.

                         (c)  Not applicable

                    30.  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 to Registrant's Registration Statement on
          Form N-1A
                         under the Securities Act of 1933 (File No.
          2-17613).

                    31.  Not applicable

                    32.  Undertakings

                         (a)  Not applicable

                         (b)  Not applicable

                         (c)  Registrant undertakes to furnish each person
          to whom a
                              prospectus is delivered with a copy of
          Registrant's
                              latest annual report to shareholders, upon
          request and
                              without charge.



















































                      
                     
                     
                     
                     
                     
                                                          SIGNATURES 
                     
                                   Pursuant to the requirements of the
          Securities Act
                    of 1933 
                              and the Investment Company Act of 1940, the
          Registrant
                    has duly 
                              caused this Post-Effective Amendment No. 84
          to its
                    Registration 
                              Statement to be signed on its behalf by the
                    undersigned, 
                              thereunto duly authorized, in the City of
          Boston, and 
                              Commonwealth of Massachusetts, on the 1st day
          of March,
                    1996. 
                     
                                                                      IVY
          FUND 
                     
                     
                                                                      By: 
          MICHAEL G.
                    LANDRY* 
                                                                          
          President 












                              *By: JOSEPH R. FLEMING 
                                   Attorney-in-fact 
                     
                                   Pursuant to the requirements of the
          Securities Act
                    of 1933, 
                              this Post-Effective Amendment No. 84 to the
                    Registration 
                              Statement has been signed below by the
          following
                    persons in the 
                              capacities and on the dates indicated. 
                     
                              SIGNATURES                    TITLE           
                 
                    DATE 
                     
                              MICHAEL G. LANDRY*            Trustee and     
                 
                    3/1/96 
                                                            President
          (Chief  
                                                            Executive
          Officer) 
                     
                              JOHN S. ANDEREGG, JR.*        Trustee         
                 
                    3/1/96 
                     
                              PAUL H. BROYHILL*             Trustee         
                 
                    3/1/96 
                     
                              STANLEY CHANNICK*             Trustee         
                 
                    3/1/96 
                     












                              FRANK W. DEFRIECE, JR.*       Trustee         
                 
                    3/1/96 
                     













                              ROY J. GLAUBER*               Trustee         
                 
                    3/1/96 
                     
                              MICHAEL R. PEERS*             Trustee and
          Chairman    
                    3/1/96 
                                                            of the Board 
                     
                              JOSEPH G. ROSENTHAL*          Trustee         
                 
                    3/1/96 
                     
                              RICHARD N. SILVERMAN*         Trustee         
                 
                    3/1/96 
                     
                              J. BRENDAN SWAN*              Trustee         
                 
                    3/1/96 
                     
                              C. WILLIAM FERRIS*            Treasurer
          (Chief        
                    3/1/96 
                                                            Financial
          Officer) 
                     
                     
                              *By: JOSEPH R. FLEMING 
                                   Attorney-in-fact  
                     
                     
                     
                     
                     
                     
                     
                      
                     
                     
                     
                     
                     
                              *    Executed pursuant to powers of attorney
          filed with
                    Post- 
                                   Effective Amendments Nos. 69, 73, 74 and
          84 to
                    Registration 
                                   Statement No. 2-17613.  
                     
                     
                     
                     












                     
                     
                     
                     
                     
                     












                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     












                     
                     
                     
                     
                     
                     
                     
                     
                     
                     
                     





















                                            POWER OF ATTORNEY


                    KNOW ALL PERSONS BY THESE PRESENTS, that the
          undersigned
                    constitutes and appoints each of Joseph R. Fleming,
          Sheldon A.
                    Jones and Allan S. Mostoff his true and lawful
          attorney-in-fact
                    and agent, each with full power of substitution and
                    resubstitution for him in his name, place and stead, to
          sign any
                    and all Registration Statements on Form N-1A applicable
          to Ivy
                    Fund and any amendments or supplements thereto, and to
          file the
                    same, with all exhibits thereto and other documents in
          connection
                    therewith, with the Securities and Exchange Commission,
          granting
                    unto said attorney-in-fact and agent full power and
          authority to












                    do and perform each and every act and thing requisite
          and
                    necessary to be done, as fully to all intents and
          purposes as he
                    might or could do in person, hereby ratifying and
          confirming all
                    that said attorney-in-fact and agent, or his substitute
          or
                    substitutes, may lawfully do or cause to be done by
          virtue
                    hereof.

                    IN WITNESS WHEREOF, the undersigned has subscribed to
          these
                    presents this 23rd day of February, 1996.


                    Signature                     Title



                    STANLEY CHANNICK              Trustee
                    Stanley Channick















































                                            POWER OF ATTORNEY


                    KNOW ALL PERSONS BY THESE PRESENTS, that the
          undersigned
                    constitutes and appoints each of Joseph R. Fleming,
          Sheldon A.
                    Jones and Allan S. Mostoff his true and lawful
          attorney-in-fact
                    and agent, each with full power of substitution and
                    resubstitution for him in his name, place and stead, to
          sign any
                    and all Registration Statements on Form N-1A applicable
          to Ivy
                    Fund and any amendments or supplements thereto, and to
          file the
                    same, with all exhibits thereto and other documents in
          connection
                    therewith, with the Securities and Exchange Commission,
          granting
                    unto said attorney-in-fact and agent full power and
          authority to
                    do and perform each and every act and thing requisite
          and
                    necessary to be done, as fully to all intents and
          purposes as he
                    might or could do in person, hereby ratifying and
          confirming all
                    that said attorney-in-fact and agent, or his substitute
          or
                    substitutes, may lawfully do or cause to be done by
          virtue
                    hereof.

                    IN WITNESS WHEREOF, the undersigned has subscribed to
          these
                    presents this 23rd day of February, 1996.


                    Signature                     Title



                    ROY J. GLAUBER                Trustee
                    Roy J. Glauber













































                                              EXHIBIT INDEX

                    1(n)      Redesignation of Shares (Ivy Money Market
          Fund--Class A
                              and Ivy Money Market Fund--Class B)

                    1(o)      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)

                    6(d)      Addendum to Amended and Restated Distribution
          Agreement












                              (Ivy Money Market Fund--Class A and Ivy Money
          Market
                              Fund--Class B)

                    6(e)      Form of Addendum to Amended and Restated
          Distribution
                              Agreement (Class C)

                    9(v)      Form of Administrative Services Agreement
          Supplement
                              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

                    9(w)      Form of Addendum to Transfer Agency and
          Shareholder
                              Services Agreement

                    10        Opinion and Consent of Dechert Price & Rhoads

                    11        Consent of Coopers & Lybrand L.L.P.

                    12        Reports of Coopers & Lybrand L.L.P. relating
          to the
                              Financial Statements and Financial Highlights
          included
                              in the December 31, 1995 Annual Reports to
          Shareholders
                              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 Latin America
          Strategy Fund and
                              Ivy New Century Fund

                    15(i)     Form of Supplement to Distribution Plan for
          Ivy Growth
                              with Income Fund Class C Shares
          (Redesignation as Class
                              D Shares)

                    17        Financial Data Schedule



















































































                                                               EXHIBIT 1(N)

                                       IVY FUND
                                Ivy Money Market Fund

                   Redesignation of Shares of Beneficial Interest,
                                No Par Value Per Share

               I, Michael G. Landry, being a duly elected, qualified and
          acting Trustee of Ivy Fund (the "Trust"), a business trust
          organized under the laws of the Commonwealth of Massachusetts, DO
          HEREBY CERTIFY that, at a Meeting of the Board of Trustees of the
          Trust held on December 1 - 2, 1995, a majority of the Trustees of
          the Trust (the "Trustees"), acting pursuant to Article III of the
          Agreement and Declaration of Trust of the Trust dated December
          21, 1983, as amended and restated December 10, 1992 (the
          "Declaration of Trust"), duly adopted the following resolutions:

               (1)  that the shares of beneficial interest of Ivy Money
                    Market Fund (the "Fund") outstanding as of December 31,
                    1995 shall hereby be redesignated as shares of
                    beneficial interest of "Ivy Money Market Fund -- Class
                    A," with the exception of those shares of the Fund that
                    have been acquired (i) through an exchange of Class B
                    shares from Mackenzie Series Trust, The Mackenzie Funds
                    Inc. (prior to its dissolution) or another series of
                    Ivy Fund, (ii) pursuant to a systematic withdrawal plan
                    under which shares of the Fund are automatically
                    exchanged for Class B shares of Mackenzie Series Trust,
                    The Mackenzie Funds Inc. (prior to its dissolution) or
                    another series of Ivy Fund, or (iii) as a result of the
                    reinvestment of dividends paid with respect to shares
                    acquired in the foregoing subparts (i) and (ii), which
                    shares shall hereby be redesignated as shares of
                    beneficial interest of "Ivy Money Market Fund -- Class
                    B";

               (2)  that there shall be designated an unlimited number of
                    authorized and unissued shares of beneficial interest
                    of the Trust as "Ivy Money Market Fund -- Class A" (the
                    "Class A Shares") and "Ivy Money Market Fund -- Class
                    B" (the "Class B Shares"); and

               (3)  that the voting, dividend, liquidation and other
                    rights, preferences, powers, restrictions, limitations,
                    qualifications, terms and conditions of the Class A
                    Shares and Class B Shares, as set forth in the
                    Declaration of Trust, are not changed by this
                    Amendment, nor shall the Class A Shares and Class B
                    Shares have any special rights relative to each other
                    with respect to any other matters that relate to the
                    Fund.














               The Trustees further determined that the foregoing shall
          constitute an Amendment to the Declaration of Trust, effective as
          of January 1, 1996.

               IN WITNESS WHEREOF, I have signed this Amendment this 31st
          day of December, 1995.



                                   MICHAEL G. LANDRY
                                   Michael G. Landry, as Trustee


               The above signature is the true and correct signature of
          Michael G. Landry, Trustee of the Trust.



                                   C. WILLIAM FERRIS
                                   C. William Ferris, Secretary/Treasurer
                                   Mackenzie Investment Management, Inc.















































                                                               EXHIBIT 1(O)
                                       IVY FUND

                                    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
                                 Ivy New Century Fund

                     Establishment and Designation of Additional
                       Class of Shares of Beneficial Interest,
                                No Par Value Per Share

          I, Michael G. Landry, being a duly elected, qualified and acting
          Trustee of Ivy Fund (the "Trust"), a business trust organized
          under the laws of the Commonwealth of Massachusetts, DO HEREBY
          CERTIFY that, by a written consent dated as of February 29, 1996,
          the Trustees of the Trust (the "Trustees"), pursuant to Article
          III and Article IV of the Agreement and Declaration of Trust of
          the Trust dated December 21, 1983, as amended and restated
          December 10, 1992 (the "Declaration of Trust"), duly approved,
          adopted and consented to the following resolutions as actions of
          the Trustees of the Trust:

                    WHEREAS, (a) 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 (each, a "Fund," and collectively, the "Funds")
               currently have an unlimited number of authorized and
               unissued shares of beneficial interest designated as "Class
               A Shares" and "Class B Shares," respectively, (b) Ivy Bond
               Fund and Ivy International Fund currently have an unlimited
               number of authorized and unissued shares of beneficial
               interest designated as "Class I Shares," and (c) Ivy Growth
               with Income Fund currently has a limited number of
               authorized and issued shares of beneficial interest
               designated as "Ivy Growth with Income Fund--Class C"; and

                    WHEREAS, the Trustees have decided to divide the shares
               of beneficial interest of each Fund into an additional
               class, no par value per share; 

                    NOW, THEREFORE, IT IS HEREBY:

               RESOLVED, that the shares of beneficial interest of "Ivy












               Growth with Income Fund--Class C" are hereby redesignated as
               shares of beneficial interest of "Ivy Growth with Income
               Fund--Class D," of which there shall hereby be designated an
               unlimited number of authorized and unissued shares of
               beneficial interest.  The voting, dividend, liquidation and
               other rights, preferences, powers, restrictions,
               limitations, qualifications, terms and conditions of the
               Class D shares of Ivy Growth with Income Fund, as set forth
               in the Declaration of Trust, are not changed by this
               redesignation;

               FURTHER RESOLVED, that the shares of beneficial interest of
               each Fund are hereby divided into one additional class, no
               par value per share, to be designated as "Class C," of which
               there shall hereby be designated an unlimited number of
               authorized and unissued shares of beneficial interest (the
               "Class C Shares");

               FURTHER RESOLVED, that each Class C Share of a Fund shall be
               redeemable, shall represent a pro rata beneficial interest
               in the assets attributable to Class C, and shall be entitled
               to receive its pro rata share of net assets attributable to
               Class C upon liquidation of the Fund, all as provided in or
               not inconsistent with the Declaration of Trust.  Each Class
               C Share shall have the voting, dividend, liquidation and
               other rights, preferences, powers, restrictions,
               limitations, qualifications, terms and conditions as each
               other share of the Trust, as set forth in the Declaration of
               Trust;

               FURTHER RESOLVED, that each Class C Share of a Fund shall be
               entitled to one vote (or fraction thereof in the case of a
               fractional share) on matters on which such shares shall be
               entitled to vote.  Shareholders of each Fund shall vote
               together on any matter, except to the extent otherwise
               required by the 1940 Act or when the Trustees have
               determined that the matter affects only the interest of
               shareholders of one or more classes, in which case only the
               shareholders of that class (or classes) shall be entitled to
               vote thereon.  Any matter shall be deemed to have been
               effectively acted upon with respect to each Fund if acted
               upon in accordance with Rule 18f-2 under the 1940 Act (or
               any successor rule) and the Declaration of Trust;

               FURTHER RESOLVED, that liabilities, expenses, costs, charges
               or reserves that should be properly allocated to a
               particular class of shares of a Fund may, in accordance with
               a plan previously adopted by the Trustees pursuant to Rule
               18f-3 under the 1940 Act (the "Rule 18f-3 Plan"), or such
               similar rule under or provision or interpretation of the
               1940 Act, be charged to and borne solely by that class, and
               the expenses so borne by a class may be appropriately
               reflected and cause differences in the net asset value
               attributable to, and the dividend, redemption and












               liquidation rights of, the shares of the affected class, the
               other classes of that Fund, and the other Funds;

               FURTHER RESOLVED, that the Trustees (including any successor
               Trustee) shall have the right at any time and from time to
               time to reallocate assets, liabilities and expenses or to
               change the designation of any class now or hereafter
               created, or to otherwise change the special and relative
               rights of any such class, provided that such change shall
               not adversely affect the rights of shareholders of that
               class; and

               FURTHER RESOLVED, that the preceding resolutions shall
               constitute an Amendment to the Declaration of Trust,
               effective as of the date that the Registration Statement
               pertaining to the Class C shares, as filed with the
               Securities and Exchange Commission on or about February 29,
               1995 pursuant to Rule 485(a) under the Securities Act of
               1933 (the "1933 Act"), becomes effective. 

               IN WITNESS WHEREOF, I have signed this Amendment this _____
          day of _________________, 1996.


                                   ______________________________________
                                   Michael G. Landry, as Trustee


               The above signature is the true and correct signature of
          Michael G. Landry, Trustee of the Trust.



                                   ______________________________________
                                   C. William Ferris, Secretary/Treasurer
                                   Mackenzie Investment Management, Inc.
































                                                               EXHIBIT 6(D)
                                       IVY FUND

                           ADDENDUM TO AMENDED AND RESTATED
                                DISTRIBUTION AGREEMENT

                                Ivy Money Market Fund

               WHEREAS, Ivy Fund is registered as an open-end investment
          company under the Investment Company Act of 1940, as amended, and
          consists of one or more separate investment portfolios ("Funds")
          as may be designated from time to time; and

               WHEREAS, Mackenzie Ivy Funds Distribution, Inc. (the
          "Distributor") serves as Ivy Fund's distributor pursuant to an
          Amended and Restated Distribution Agreement dated October 23,
          1993 (the "Agreement"); and

               WHEREAS, Ivy Fund and the Distributor desire that the
          Agreement pertain to the Class A and Class B shares of Ivy Money
          Market Fund, as redesignated in an amendment to the Agreement and
          Declaration of Trust of Ivy Fund dated December 21, 1983, as
          amended and restated December 10, 1992, which Amendment became
          effective as of January 1, 1996;

               NOW THEREFORE, Ivy Fund and the Distributor hereby agree as
          follows:

               The Agreement shall relate in all respects to the Class A
               and Class B shares of Ivy Money Market Fund in addition to
               the classes of shares of Funds (other than Ivy Money Market
               Fund) specifically identified in Paragraph 1 of the
               Agreement and any other Addenda thereto.

               IN WITNESS WHEREOF, Ivy Fund and the Distributor have
          adopted this Addendum as of the 1st day of January, 1996.

                                   IVY FUND


                                   By:  MICHAEL G. LANDRY
                                        Michael G. Landry, President


                                   MACKENZIE IVY FUNDS DISTRIBUTION INC.


                                   By:  KEITH J. CARLSON
                                        Keith J. Carlson, President



















                                                               EXHIBIT 6(E)
                                       IVY FUND

                           ADDENDUM TO AMENDED AND RESTATED
                                DISTRIBUTION AGREEMENT

                                    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
                                 Ivy New Century Fund

                                    CLASS C SHARES


               AGREEMENT made as of the 30th day of April, 1996, by and
          between Ivy Fund (the "Trust") and Mackenzie Ivy Funds
          Distribution, Inc. ("MIFDI").

               WHEREAS, the Trust is registered as an open-end investment
          company under the Investment Company Act of 1940, as amended, and
          consists of one or more separate investment portfolios, as may be
          designated from time to time; and

               WHEREAS, MIFDI serves as the Trust's distributor pursuant to
          an Amended and Restated Distribution Agreement dated October 23,
          1993 (the "Agreement"); and

               WHEREAS, the Trustees of the Trust, at a meeting held on
          February 10, 1996, duly approved an amendment to the Agreement to
          include (i) the 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, Ivy Money Market Fund and Ivy New Century Fund (the
          "Funds") and (ii) the Class D shares of Ivy Growth with Income
          Fund; and

               WHEREAS, (i) the Class C shares of the Funds were
          established and designated and (ii) the Class D shares of Ivy
          Growth with Income Fund were redesignated by the Board of
          Trustees of the Trust by written consent dated as of February 29,
          1996.

               NOW THEREFORE, the Trust and MIFDI hereby agree as follows:














                    Effective as of the date that the
                    Registration Statement pertaining to the
                    Class C shares of the Funds, filed with the
                    Securities and Exchange Commission on or
                    about February 29, 1996 pursuant to Rule
                    485(a) under the Securities Act of 1933,
                    first becomes effective, (i) all references
                    in the Agreement to Class C shares of Ivy
                    Growth with Income Fund shall hereafter refer
                    to the Class D shares of Ivy Growth with
                    Income Fund, and (ii) the Agreement shall
                    relate in all respects to the Class C shares
                    of the Funds, in addition to the classes of
                    shares of the Funds and any other series of
                    the Trust specifically identified in
                    Paragraph 1 of the Agreement and any other
                    Addenda thereto.

               IN WITNESS WHEREOF, the Trust and MIFDI have adopted this
          Addendum as of the date first set forth above.

                                   IVY FUND


                                   By:  _____________________________
                                        Michael G. Landry, President

                                   MACKENZIE IVY FUNDS DISTRIBUTION INC.



                                   By:  _____________________________
                                        Keith J. Carlson, President



































                                                               EXHIBIT 9(V)

                                       IVY FUND

                     ADMINISTRATIVE SERVICES AGREEMENT SUPPLEMENT

                                    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
                                 Ivy New Century Fund

                                    CLASS C SHARES


               AGREEMENT made as of the 30th day of April, 1996, by and
          between Ivy Fund (the "Trust") and Mackenzie Investment
          Management Inc. ("MIMI").

               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 Administrative
          Services Agreement (the "Master Agreement") dated September 1,
          1992, pursuant to which the Trust has appointed MIMI to provide
          the administrative services specified in the Master Agreement;
          and

               WHEREAS, 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 (each, a "Fund," and
          collectively, the "Funds") are separate investment portfolios 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 Class C of
          each Fund, and MIMI hereby acknowledges that the Master Agreement












          shall pertain to Class C of each Fund, the terms and conditions
          of such Master Agreement being incorporated herein by reference.

               2.  As provided in the Master Agreement and subject to
          further conditions as set forth therein, Class C of each Fund
          shall pay to MIMI 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 each Fund's Prospectus for
          determining net asset value per share) of the net assets of the
          Fund attributable to Class C during the preceding month at the
          annual rate of 0.10%.

               3.  This Supplement and the Master Agreement (together, the
          "Agreement") shall become effective with respect to Class C of
          each Fund as of the date that the Registration Statement
          pertaining to the Class C shares, filed with the Securities and
          Exchange Commission on or about February 29, 1996 pursuant to
          Rule 485(a) under the Securities Act of 1933, first becomes
          effective, and unless sooner terminated as hereinafter provided,
          the Agreement shall remain in effect for a period of two years
          from that date.  Thereafter, the Agreement shall continue in
          effect with respect to Class C of each Fund from year to year,
          provided such continuance with respect to Class C of each Fund is
          approved at least annually by the Trust's Board of Trustees,
          including the vote or written consent of a majority of the
          Trust's Independent Trustees.  This Agreement may be terminated
          with respect to Class C of a Fund at any time, without payment of
          any penalty, by MIMI upon at least sixty (60) days' prior written
          notice to the Fund, or by the Fund upon at least sixty (60) days'
          written notice to MIMI; provided, that in case of termination by
          a Fund, such action shall have been authorized by the Trust's
          Board of Trustees, including the vote or written consent of a
          majority of the Trust's Independent Trustees.

               IN WITNESS WHEREOF, the Trust and MIFDI have adopted this
          Addendum as of the date first set forth above.

                                   IVY FUND


                                   By:  ___________________________________
                                        Michael G. Landry, President  



                                   MACKENZIE INVESTMENT MANAGEMENT INC.



                                   By:  ___________________________________
                                        Michael G. Landry, President

















                                                               EXHIBIT 9(W)

            ADDENDUM TO TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT

                                       IVY FUND

               The Transfer Agency and Shareholder Services Agreement, made
          as of the 1st day of January, 1992, between Ivy Fund and
          Mackenzie Ivy Investor Services Corp. ("MIISC"), is hereby
          revised as set forth below in this Addendum.

               Schedule A of the Agreement is revised in its entirety to
          read as follows:


                                      SCHEDULE A
          IVY MANAGEMENT FEES

               The transfer agency and shareholder service fees are based
          on an annual per account fee.  These fees are payable on a
          monthly basis at the rate of 1/12 of the annual fee and are
          charged with respect to all open accounts.


          A.   PER ACCOUNT FEES

          FUND                                              ANNUAL FEE

          Ivy Bond Fund (Classes A, B and C)                $  20.75
          Ivy Bond Fund (Class I)                              10.25
          Ivy Canada Fund                                      20.00
          Ivy China Region Fund                                20.00
          Ivy Emerging Growth Fund                             20.00
          Ivy Global Fund                                      20.00
          Ivy Growth Fund                                      20.00
          Ivy Growth with Income Fund                          20.00
          Ivy International Fund (Classes A, B and C)          20.00
          Ivy International Fund (Class I)                     10.25
          Ivy International Bond Fund                          20.00
          Ivy Latin America Strategy Fund                      20.00
          Ivy Money Market Fund                                22.00
          Ivy New Century Fund                                 20.00
          Ivy Short-Term U.S. Government Securities Fund 
            (Classes A and B)                                  20.75
          Ivy Short-Term U.S. Government Securities Fund 
            (Class I)                                          10.25


               In addition, in accordance with an agreement between MIISC
          and The Shareholder Services Group, each Fund will pay a fee of
          $4.36 for each account that is closed, which fee may be increased
          from time to time in accordance with the terms of that agreement.














          B.   SPECIAL SERVICES

               Fees for activities of a non-recurring nature, such as
          preparation of special reports, portfolio consolidations, or
          reorganization, and extraordinary shipments will be subject to
          negotiation.

               This Addendum shall take effect as of the date that the
          Registration Statement pertaining to the Class C shares of the
          Funds, filed with the Securities and Exchange Commission on or
          about February 29, 1996 pursuant to Rule 485(a) under the
          Securities Act of 1933, first becomes effective.

               IN WITNESS WHEREOF, the parties hereto have caused this
          Addendum to be executed as of this 30th day of April, 1996.

                                   IVY FUND



                                   By:  ___________________________________
                                        Michael G. Landry, President


                                   IVY MANAGEMENT, INC.



                                   By:  ___________________________________
                                        Michael G. Landry, President






































                                                                 EXHIBIT 10






                                             March 1, 1996


          Ivy Fund
          Via Mizner Financial Plaza
          700 South Federal Highway
          Suite 300
          Boca Raton, Florida  33432

               Re:  LEGALITY OF SECURITIES BEING ISSUED

          Dear Sirs:

               As counsel for Ivy Fund (the "Trust"), we are familiar with
          the registration of the Trust under the Investment Company Act of
          1940, as amended (the "1940 Act") (File No. 811-1028), and the
          registration statement relating to its shares of beneficial
          interest (the "Shares") filed under the Securities Act of 1933,
          as amended (File No. 2-17613)(the "Registration Statement").  We
          have also examined such other records of the Trust, agreements,
          documents and instruments as we deemed appropriate.

               Based upon the foregoing, it is our opinion that the Shares
          have been duly authorized and, when issued and sold at the public
          offering price contemplated by the Registration Statement and
          delivered by the Trust against receipt of the net asset value of
          the Shares, will be issued as fully paid and nonassessable Shares
          of the Trust.

               We consent to the filing of this opinion on behalf of the
          Trust with the Securities and Exchange Commission in connection
          with the filing of Post-Effective Amendment No. 84 to the
          Registration Statement.

                                             Very truly yours,


                                             DECHERT PRICE & RHOADS

























          CONSENT OF INDEPENDENT ACCOUNTANTS


          To the Board of Trustees of Ivy Fund

          We   hereby  consent  to   the  incorporation  by   reference  in
          Post-Effective  Amendment No. 84 to the Registration Statement on
          Form  N-1A   (File  No.  2-17613,  hereafter   the  "Registration
          Statement") of Ivy  Fund of our reports dated  February 16, 1996,
          relating  to the financial statements and financial highlights of
          Ivy  Bond Fund,  Ivy  Canada  Fund, Ivy  China  Region Fund,  Ivy
          Emerging Growth Fund, Ivy Latin America Strategy Fund, Ivy Global
          Fund,  Ivy  Growth  Fund,  Ivy   Growth  with  Income  Fund,  Ivy
          International  Fund and  Ivy  New  Century  Fund  (hereafter  the
          "Funds")  appearing in  the December 31,  1995 Annual  Reports to
          Shareholders  of the Funds, which annual reports are incorporated
          by reference in the Registration Statement.

          We also  consent to the  reference to our Firm  under the caption
          "Financial  Highlights" in the  Prospectus and "Auditors"  in the
          Statement of Additional Information.



          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida
          March 1, 1996




































          REPORT OF INDEPENDENT ACCOUNTANTS


          To the Shareholders and Board of Trustees of 
          Ivy Bond Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of December  31, 1995, and the related  statement
          of operations for  the year then ended, the  statement of changes
          in net assets for  the six month  period ended December 31,  1994
          and  for the  year ended  December  31, 1995,  and the  financial
          highlights  for each of  the periods indicated.   These financial
          statements and financial highlights are the responsibility of the
          Fund's management.   Our responsibility is to  express an opinion
          on these financial  statements and financial highlights  based on
          our audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit includes  examining, on a  test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial statements.   Our procedures  included confirmation  of
          securities owned as of December 31, 1995, by correspondence  with
          the custodian.   An  audit also includes assessing the accounting
          principles  used and significant estimates made by management, as
          well as  evaluating the overall financial statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In our opinion, the financial statements and financial highlights
          referred to above present fairly,  in all material respects,  the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net assets for the  six month period ended December 31,  1994
          and  for the  year ended  December  31, 1995,  and the  financial
          highlights for each of the periods indicated, in  conformity with
          generally accepted accounting principles.


          COOPERS & LYBRAND L.L.P.





          Fort Lauderdale, Florida

          February 16, 1996















          REPORT OF INDEPENDENT ACCOUNTANTS


          To the Shareholders and Board of Trustees of 
          Ivy Canada Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of December  31, 1995, and the related  statement
          of operations for  the year then ended, the  statement of changes
          in net assets for  the six month  period ended December 31,  1994
          and  for the  year ended  December  31, 1995,  and the  financial
          highlights  for each of  the periods indicated.   These financial
          statements and financial highlights are the responsibility of the
          Fund's management.   Our responsibility is to  express an opinion
          on these financial  statements and financial highlights  based on
          our audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit includes  examining, on a  test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial statements.   Our procedures  included confirmation  of
          securities owned as of December 31, 1995, by correspondence  with
          the custodian.  An  audit also includes assessing the  accounting
          principles  used and significant estimates made by management, as
          well as  evaluating the overall financial statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In our opinion, the financial statements and financial highlights
          referred to above present fairly,  in all material respects,  the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net assets for the  six month period ended December 31,  1994
          and  for the  year ended  December  31, 1995,  and the  financial
          highlights for each of the periods indicated, in  conformity with
          generally accepted accounting principles.


          COOPERS & LYBRAND L.L.P.




          Fort Lauderdale, Florida

          February 16, 1996
















          REPORT OF INDEPENDENT ACCOUNTANTS

          To the Shareholders and Board of Trustees of 
          Ivy China Region Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as  of December 31, 1995, and  the related statement
          of operations for  the year then ended, the  statement of changes
          in net assets for each of the two years in the period then ended,
          and the financial highlights  for each of the  periods indicated.
          These  financial  statements  and financial  highlights  are  the
          responsibility of the  Fund's management.  Our  responsibility is
          to express an opinion on these financial statements and financial
          highlights based on our audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing  standards.   Those standards  require that we  plan and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit  includes examining, on  a test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial  statements.  Our  procedures included  confirmation of
          securities owned as of December  31, 1995, by correspondence with
          the custodian.  An audit  also includes assessing the  accounting
          principles  used and significant estimates made by management, as
          well  as evaluating the overall financial statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In our opinion, the financial statements and financial highlights
          referred  to above present fairly,  in all material respects, the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net  assets for  each of  the two  years in  the period  then
          ended,  and the  financial  highlights for  each  of the  periods
          indicated,  in  conformity  with  generally  accepted  accounting
          principles.


          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida

          February 16, 1996



















          REPORT OF INDEPENDENT ACCOUNTANTS

          To the Shareholders and Board of Trustees of 
          Ivy Emerging Growth Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as  of December 31, 1995, and  the related statement
          of operations for  the year then ended, the  statement of changes
          in net assets for each of the two years in the period then ended,
          and the financial highlights  for each of the  periods indicated.
          These  financial  statements  and financial  highlights  are  the
          responsibility of the  Fund's management.  Our  responsibility is
          to express an opinion on these financial statements and financial
          highlights based on our audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing  standards.   Those standards  require that we  plan and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit  includes examining, on  a test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial  statements.  Our  procedures included  confirmation of
          securities owned as of December  31, 1995, by correspondence with
          the custodian and brokers.   An audit also includes assessing the
          accounting  principles used  and  significant  estimates made  by
          management, as well as evaluating the overall financial statement
          presentation.   We believe that  our audits provide  a reasonable
          basis for our opinion.

          In our opinion, the financial statements and financial highlights
          referred  to above present fairly,  in all material respects, the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net  assets for  each of  the two  years in  the period  then
          ended,  and the  financial  highlights for  each  of the  periods
          indicated,  in  conformity  with  generally  accepted  accounting
          principles.


          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida

          February 16, 1996



















          REPORT OF INDEPENDENT ACCOUNTANTS


          To the Shareholders and Board of Trustees of 
          Ivy Global Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of December  31, 1995, and the related  statement
          of operations for  the year then ended, the  statement of changes
          in net assets for  the six month  period ended December 31,  1994
          and  for the  year ended  December  31, 1995,  and the  financial
          highlights  for each of  the periods indicated.   These financial
          statements and financial highlights are the responsibility of the
          Fund's management.   Our responsibility is to  express an opinion
          on these financial  statements and financial highlights  based on
          our audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit includes  examining, on a  test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial statements.   Our procedures  included confirmation  of
          securities owned as of December 31, 1995, by correspondence  with
          the custodian and brokers.   An audit also includes assessing the
          accounting  principles  used and  significant  estimates  made by
          management, as well as evaluating the overall financial statement
          presentation.   We believe that  our audits provide  a reasonable
          basis for our opinion.

          In our opinion, the financial statements and financial highlights
          referred to above present fairly,  in all material respects,  the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net assets for the  six month period ended December 31,  1994
          and  for the  year ended  December  31, 1995,  and the  financial
          highlights for each of the periods indicated, in  conformity with
          generally accepted accounting principles.



          COOPERS & LYBRAND L.L.P.





          Fort Lauderdale, Florida

          February 16, 1996














          REPORT OF INDEPENDENT ACCOUNTANTS

          To the Shareholders and Board of Trustees of 
          Ivy Growth Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as  of December 31, 1995, and  the related statement
          of operations for  the year then ended, the  statement of changes
          in net assets for each of the two years in the period then ended,
          and the financial highlights  for each of the  periods indicated.
          These  financial  statements  and financial  highlights  are  the
          responsibility of the  Fund's management.  Our  responsibility is
          to express an opinion on these financial statements and financial
          highlights based on our audits.  The financial highlights for the
          year  ended December 31,  1991, were  audited by  other auditors,
          whose  report, dated January  31, 1992, expressed  an unqualified
          opinion on the selected per share data and ratios.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit  includes examining, on  a test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial statements.   Our  procedures included  confirmation of
          securities owned  as of December 31, 1995, by correspondence with
          the custodian and brokers.   An audit also includes assessing the
          accounting  principles  used  and significant  estimates  made by
          management, as well as evaluating the overall financial statement
          presentation.   We believe  that our audits  provide a reasonable
          basis for our opinion.

          In  our opinion,  based on  our audits  and  the report  of other
          auditors,  the  financial  statements  and  financial  highlights
          referred to above present  fairly, in all material respects,  the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net  assets for  each of  the two  years in  the period  then
          ended, and  the  financial highlights  for  each of  the  periods
          indicated,  in  conformity  with  generally  accepted  accounting
          principles.


          COOOPERS & LYBRAND L.L.P.





          Fort Lauderdale, Florida

          February 16, 1996













          REPORT OF INDEPENDENT ACCOUNTANTS


          To the Shareholders and Board of Trustees of 
          Ivy Growth with Income Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of December  31, 1995, and the related  statement
          of operations for  the year then ended, the  statement of changes
          in net assets for each of the two years in the period then ended,
          and  the financial highlights for each  of the periods indicated.
          These financial  statements  and  financial  highlights  are  the
          responsibility of the  Fund's management.  Our  responsibility is
          to express an opinion on these financial statements and financial
          highlights based on our audits.  The financial highlights for the
          year  ended December  31, 1991, were  audited by  other auditors,
          whose  report, dated January  31, 1992, expressed  an unqualified
          opinion on the selected per share data and ratios.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those  standards require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material  misstatement.  An  audit includes examining,  on a test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial  statements.   Our procedures included  confirmation of
          securities owned as of December  31, 1995, by correspondence with
          the custodian.  An  audit also includes assessing  the accounting
          principles  used and significant estimates made by management, as
          well as evaluating the  overall financial statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In  our opinion,  based on  our audits  and the  report  of other
          auditors,  the  financial  statements  and  financial  highlights
          referred to above  present fairly, in all  material respects, the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net  assets for  each of  the two  years in  the period  then
          ended,  and  the financial  highlights  for each  of  the periods
          indicated,  in  conformity  with  generally  accepted  accounting
          principles.



          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida

          February 16, 1996













          REPORT OF INDEPENDENT ACCOUNTANTS


          To the Shareholders and Board of Trustees of 
          Ivy International Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of December  31, 1995, and the related  statement
          of operations for  the year then ended, the  statement of changes
          in net assets for each of the two years in the period then ended,
          and  the financial highlights for each  of the periods indicated.
          These financial  statements  and  financial  highlights  are  the
          responsibility of the  Fund's management.  Our  responsibility is
          to express an opinion on these financial statements and financial
          highlights based on our audits.  The financial highlights for the
          year  ended December  31, 1991, were  audited by  other auditors,
          whose  report, dated January  31, 1992, expressed  an unqualified
          opinion on the selected per share data and ratios.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those  standards require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material  misstatement.  An  audit includes examining,  on a test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial  statements.   Our procedures included  confirmation of
          securities owned as of December  31, 1995, by correspondence with
          the custodian.   An  audit also includes assessing the accounting
          principles  used and significant estimates made by management, as
          well as evaluating the  overall financial statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In  our opinion,  based on  our audits  and the  report  of other
          auditors,  the  financial  statements  and  financial  highlights
          referred to above  present fairly, in all  material respects, the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its net  assets for  each of  the two  years in  the period  then
          ended,  and  the financial  highlights  for each  of  the periods
          indicated,  in  conformity  with  generally  accepted  accounting
          principles.


          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida

          February 16, 1996














          REPORT OF INDEPENDENT ACCOUNTANTS


          To the Shareholders and Board of Trustees of 
          Ivy Latin America Strategy Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of December  31, 1995, and the related  statement
          of operations for  the year then ended, the  statement of changes
          in  net  assets  and  the  financial highlights  for  the  period
          November 1, 1994  (commencement) to December 31, 1994 and for the
          year ended  December 31,  1995.  These  financial statements  and
          financial  highlights  are  the  responsibility   of  the  Fund's
          management.  Our responsibility is to express an opinion on these
          financial  statements  and  financial  highlights  based  on  our
          audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit includes  examining, on a  test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial statements.   Our procedures  included confirmation  of
          securities owned as of December 31, 1995, by correspondence  with
          the custodian.   An  audit also includes assessing the accounting
          principles  used and significant estimates made by management, as
          well as  evaluating the overall financial statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In our opinion, the financial statements and financial highlights
          referred to above present fairly,  in all material respects,  the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its  net  assets and  the  financial  highlights for  the  period
          November 1, 1994 (commencement) to  December 31, 1994 and for the
          year  ended December  31,  1995,  in  conformity  with  generally
          accepted accounting principles.



          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida

          February 16, 1996
















          REPORT OF INDEPENDENT ACCOUNTANTS



          To the Shareholders and Board of Trustees of 
          Ivy New Century Fund (the Fund)

          We   have  audited  the  accompanying  statement  of  assets  and
          liabilities  of the  Fund, including  the  schedule of  portfolio
          investments, as of  December 31, 1995, and  the related statement
          of operations for  the year then ended, the  statement of changes
          in  net  assets  and  the  financial  highlights  for the  period
          November 1, 1994 (commencement) to  December 31, 1994 and for the
          year ended  December 31,  1995.   These financial statements  and
          financial  highlights   are  the  responsibility  of  the  Fund's
          management.  Our responsibility is to express an opinion on these
          financial  statements  and  financial  highlights  based  on  our
          audits.

          We conducted  our audits  in accordance  with generally  accepted
          auditing standards.   Those standards  require that  we plan  and
          perform  the audit to  obtain reasonable assurance  about whether
          the financial  statements and  financial highlights  are free  of
          material misstatement.   An audit  includes examining, on  a test
          basis, evidence  supporting the  amounts and  disclosures in  the
          financial statements.   Our  procedures included  confirmation of
          securities owned  as of December 31, 1995, by correspondence with
          the custodian.   An  audit also includes assessing the accounting
          principles  used and significant estimates made by management, as
          well as evaluating the overall financial  statement presentation.
          We believe  that our  audits provide a  reasonable basis  for our
          opinion.

          In our opinion, the financial statements and financial highlights
          referred to  above present fairly, in all  material respects, the
          financial  position of  the Fund  as  of December  31, 1995,  the
          results of its operations for the year then ended, the changes in
          its  net  assets  and the  financial  highlights  for the  period
          November 1, 1994 (commencement) to  December 31, 1994 and for the
          year  ended December  31,  1995,  in  conformity  with  generally
          accepted accounting principles.



          COOPERS & LYBRAND L.L.P.



          Fort Lauderdale, Florida

          February 16, 1996

















                                                              EXHIBIT 15(I)

                           SUPPLEMENT TO DISTRIBUTION PLAN
                                       IVY FUND
                      IVY GROWTH WITH INCOME FUND CLASS C SHARES


               WHEREAS, Ivy Fund is registered as an open-end investment
          company under the Investment Company Act of 1940 (the "Act"), as
          amended, and consists of one or more separate investment
          portfolios as may be established from time to time; and

               WHEREAS, Ivy Fund and Mackenzie Ivy Funds Distribution, Inc.
          ("MIFDI"), a broker-dealer registered under the Securities
          Exchange Act of 1934, have entered into an Amended and Restated
          Distribution Agreement dated October 23, 1993 pursuant to which
          MIFDI acts as Ivy Fund's distributor; and

               WHEREAS, Ivy Fund has previously adopted a Distribution Plan
          (the "Plan") in accordance with the Act that applies to the Class
          C shares of Ivy Growth with Income Fund (the "Fund"); and

               WHEREAS, the Trustees of Ivy Fund, by written consent dated
          as of February 29, 1996, duly approved (i) the establishment and
          designation of a new class of shares identified as Class C (the
          "New Class C Shares") for the Fund, Ivy Bond Fund, Ivy Canada
          Fund, Ivy China Region Fund, Ivy Emerging Growth Fund, Ivy Global
          Fund, Ivy Growth Fund, Ivy International Fund, Ivy International
          Bond Fund, Ivy Latin America Strategy Fund, Ivy Money Market Fund
          and Ivy New Century Fund (the "Funds") and (ii) the redesignation
          as "Class D shares" of the Fund those Class C shares of the Fund
          issued and outstanding as of the date that the registration
          statement for the New Class C Shares, filed with the Securities
          and Exchange Commission on or about February 29, 1996 pursuant to
          Rule 485(a) under the Securities Act of 1933 (the "Registration
          Statement"), first becomes effective.

               NOW, THEREFORE, Ivy Fund hereby adopts the following
          modification to the Plan:

               Effective as of the date that the Registration Statement
               pertaining to the New Class C Shares first becomes
               effective, all references in the Plan to Class C shares of
               the Fund shall hereafter refer to Class D shares of the
               Fund.

               IN WITNESS WHEREOF, Ivy Fund has adopted this Supplement to
          the Plan as of this ____ day of _________________, 1996.

                                        IVY FUND

                                        By:  ___________________________
                                             Michael G. Landry, President









<TABLE> <S> <C>







           
           
           
           
           
           
                      
                      
                      
                      
                      
                      
                      
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 011  
                                 <NAME> IVY GROWTH FUND-CLASS A  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-START>                            
          JAN-01-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
                              <INVESTMENTS-AT-COST>                     
          243,420,953  
                              <INVESTMENTS-AT-VALUE>                    
          295,117,393  
                              <RECEIVABLES>                                 
          520,711  
                              <ASSETS-OTHER>                                
          197,392  
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                            
          295,835,496  
                              <PAYABLE-FOR-SECURITIES>                      
          967,109  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                   
          2,244,971  
                              <TOTAL-LIABILITIES>                         
          3,212,080  
                              <SENIOR-EQUITY>                               
                0  
                              <PAID-IN-CAPITAL-COMMON>                  
          241,253,772  
                              <SHARES-COMMON-STOCK>                      
          17,310,761  
                              <SHARES-COMMON-PRIOR>                      
          16,642,406  












                              <ACCUMULATED-NII-CURRENT>                     
           25,339  
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                      
          (114,013) 
           
                              <OVERDISTRIBUTION-GAINS>                      
                0  
                              <ACCUM-APPREC-OR-DEPREC>                   
          51,458,318  
                              <NET-ASSETS>                              
          292,623,416  
                              <DIVIDEND-INCOME>                           
          4,326,377  
                              <INTEREST-INCOME>                             
          778,306  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                              
          4,268,696  
                              <NET-INVESTMENT-INCOME>                       
          835,987  
                              <REALIZED-GAINS-CURRENT>                   
          14,726,378  
                              <APPREC-INCREASE-CURRENT>                  
          49,121,241  
                              <NET-CHANGE-FROM-OPS>                      
          64,683,606  
                              <EQUALIZATION>                                
                0  
                              <DISTRIBUTIONS-OF-INCOME>                     
          393,729  
                              <DISTRIBUTIONS-OF-GAINS>                   
          14,615,580  
                              <DISTRIBUTIONS-OTHER>                         
          521,353  
                              <NUMBER-OF-SHARES-SOLD>                     
          2,850,578  
                              <NUMBER-OF-SHARES-REDEEMED>                 
          3,036,434  
                              <SHARES-REINVESTED>                           
          854,211  
                              <NET-CHANGE-IN-ASSETS>                     
          59,777,772   
           
           
           
           
           
           
            
           













           
           
           
                              <ACCUMULATED-NII-PRIOR>                       
           36,618  
                              <ACCUMULATED-GAINS-PRIOR>                     
          (96,421) 
           
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                       
          2,278,390  
                              <INTEREST-EXPENSE>                            
                0  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                              <GROSS-EXPENSE>                             
          4,280,376  
                              <AVERAGE-NET-ASSETS>                      
          266,028,982  
                              <PER-SHARE-NAV-BEGIN>                         
            13.91  
                              <PER-SHARE-NII>                               
              .05  
                              <PER-SHARE-GAIN-APPREC>                       
             3.73  
                              <PER-SHARE-DIVIDEND>                          
              .02  
                              <PER-SHARE-DISTRIBUTIONS>                     
              .89  
                              <RETURNS-OF-CAPITAL>                          
              .03  
                              <PER-SHARE-NAV-END>                           
            16.75  
                              <EXPENSE-RATIO>                               
             1.59  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  
                                        












                       
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           



































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 021 
                       <NAME> IVY GROWTH WITH INCOME FUND - CLASS A 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       57,976,477 
                    <INVESTMENTS-AT-VALUE>                      69,011,959 
                    <RECEIVABLES>                                  385,721 
                    <ASSETS-OTHER>                                 134,914 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                              69,532,594 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      368,087 
                    <TOTAL-LIABILITIES>                            368,087 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    67,192,197 
                    <SHARES-COMMON-STOCK>                        5,377,714 
                    <SHARES-COMMON-PRIOR>                        2,866,608 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                     (9,063,172)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    11,035,482 
                    <NET-ASSETS>                                69,164,507 
                    <DIVIDEND-INCOME>                            1,171,858 
                    <INTEREST-INCOME>                              663,208 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               1,264,817 
                    <NET-INVESTMENT-INCOME>                        570,249 
                    <REALIZED-GAINS-CURRENT>                     3,005,363 
                    <APPREC-INCREASE-CURRENT>                   10,486,040 
                    <NET-CHANGE-FROM-OPS>                       14,061,652 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                      448,998 

           
           
           
           
           
           
            
           
           
           
           
           
                    <DISTRIBUTIONS-OF-GAINS>                     1,323,702 












                    <DISTRIBUTIONS-OTHER>                                0 
                    <NUMBER-OF-SHARES-SOLD>                      3,958,618 
                    <NUMBER-OF-SHARES-REDEEMED>                  1,580,020 
                    <SHARES-REINVESTED>                            132,508 
                    <NET-CHANGE-IN-ASSETS>                      34,293,865 
                    <ACCUMULATED-NII-PRIOR>                        (37,333)

                    <ACCUMULATED-GAINS-PRIOR>                        1,393 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          515,787 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              1,264,817 
                    <AVERAGE-NET-ASSETS>                        51,169,456 
                    <PER-SHARE-NAV-BEGIN>                             9.08 
                    <PER-SHARE-NII>                                    .11 
                    <PER-SHARE-GAIN-APPREC>                           2.13 
                    <PER-SHARE-DIVIDEND>                               .08 
                    <PER-SHARE-DISTRIBUTIONS>                          .26 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                              10.98 
                    <EXPENSE-RATIO>                                   1.96 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             
           




































</TABLE>

<TABLE> <S> <C>







                   <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 012 
                       <NAME> IVY GROWTH FUND-CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      243,420,953 
                    <INVESTMENTS-AT-VALUE>                     295,117,393 
                    <RECEIVABLES>                                  520,711 
                    <ASSETS-OTHER>                                 197,392 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             295,835,496 
                    <PAYABLE-FOR-SECURITIES>                       967,109 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                    2,244,971 
                    <TOTAL-LIABILITIES>                          3,212,080 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                   241,253,772 
                    <SHARES-COMMON-STOCK>                          159,356 
                    <SHARES-COMMON-PRIOR>                          100,626 
                    <ACCUMULATED-NII-CURRENT>                       25,339 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                       (114,013) 

           
           
           
           
           
           
            
           
           
           
           
           
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    51,458,318 
                    <NET-ASSETS>                               292,623,416 
                    <DIVIDEND-INCOME>                            4,326,377 
                    <INTEREST-INCOME>                              778,306 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               4,268,696 
                    <NET-INVESTMENT-INCOME>                        835,987 
                    <REALIZED-GAINS-CURRENT>                    14,726,378 
                    <APPREC-INCREASE-CURRENT>                   49,121,241 
                    <NET-CHANGE-FROM-OPS>                       64,683,606 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                       110,798 












                    <DISTRIBUTIONS-OTHER>                            9,479 
                    <NUMBER-OF-SHARES-SOLD>                        276,024 
                    <NUMBER-OF-SHARES-REDEEMED>                    224,460 
                    <SHARES-REINVESTED>                              7,166 
                    <NET-CHANGE-IN-ASSETS>                      59,777,772 
                    <ACCUMULATED-NII-PRIOR>                         36,618 
                    <ACCUMULATED-GAINS-PRIOR>                      (96,421)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                        2,278,390 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              4,280,376 
                    <AVERAGE-NET-ASSETS>                         2,016,747 
                    <PER-SHARE-NAV-BEGIN>                            13.91 
                    <PER-SHARE-NII>                                  (0.08)

                    <PER-SHARE-GAIN-APPREC>                           3.71 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                          .73 
                    <RETURNS-OF-CAPITAL>                               .06 
                    <PER-SHARE-NAV-END>                              16.75 
                    <EXPENSE-RATIO>                                   2.55 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             
           



































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 022 
                       <NAME> IVY GROWTH WITH INCOME FUND - CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       57,976,477 
                    <INVESTMENTS-AT-VALUE>                      69,011,959 
                    <RECEIVABLES>                                  385,721 
                    <ASSETS-OTHER>                                 134,914 
                    <OTHER-ITEMS-ASSETS>                                 0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <TOTAL-ASSETS>                              69,532,594 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      368,087 
                    <TOTAL-LIABILITIES>                            368,087 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    67,192,197 
                    <SHARES-COMMON-STOCK>                          807,763 
                    <SHARES-COMMON-PRIOR>                          644,494 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                     (9,063,172)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    11,035,482 
                    <NET-ASSETS>                                69,164,507 
                    <DIVIDEND-INCOME>                            1,171,858 
                    <INTEREST-INCOME>                              663,208 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               1,264,817 
                    <NET-INVESTMENT-INCOME>                        570,249 
                    <REALIZED-GAINS-CURRENT>                     3,005,363 
                    <APPREC-INCREASE-CURRENT>                   10,486,040 
                    <NET-CHANGE-FROM-OPS>                       14,061,652 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                        6,337 
                    <DISTRIBUTIONS-OF-GAINS>                       198,573 












                    <DISTRIBUTIONS-OTHER>                                0 
                    <NUMBER-OF-SHARES-SOLD>                        478,516 
                    <NUMBER-OF-SHARES-REDEEMED>                    332,940 
                    <SHARES-REINVESTED>                             17,693 
                    <NET-CHANGE-IN-ASSETS>                      34,293,865 
                    <ACCUMULATED-NII-PRIOR>                        (37,333)

                    <ACCUMULATED-GAINS-PRIOR>                        1,393 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          515,787 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              1,264,817 
                    <AVERAGE-NET-ASSETS>                         7,635,660 
                    <PER-SHARE-NAV-BEGIN>                             9.08 
                    <PER-SHARE-NII>                                    .03 
                    <PER-SHARE-GAIN-APPREC>                           2.13 
                    <PER-SHARE-DIVIDEND>                               .01 
                    <PER-SHARE-DISTRIBUTIONS>                          .25 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                              10.98 
                    <EXPENSE-RATIO>                                   2.75 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES>  
           
           
           
           
           
           
            
           
           
           
           
           
                       <NUMBER> 023 
                       <NAME> IVY GROWTH WITH INCOME FUND - CLASS C 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       57,976,477 
                    <INVESTMENTS-AT-VALUE>                      69,011,959 
                    <RECEIVABLES>                                  385,721 
                    <ASSETS-OTHER>                                 134,914 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                              69,532,594 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      368,087 
                    <TOTAL-LIABILITIES>                            368,087 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    67,192,197 
                    <SHARES-COMMON-STOCK>                          113,146 
                    <SHARES-COMMON-PRIOR>                          330,975 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                     (9,063,172)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    11,035,482 
                    <NET-ASSETS>                                69,164,507 
                    <DIVIDEND-INCOME>                            1,171,858 
                    <INTEREST-INCOME>                              663,208 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               1,264,817 
                    <NET-INVESTMENT-INCOME>                        570,249 
                    <REALIZED-GAINS-CURRENT>                     3,005,363 
                    <APPREC-INCREASE-CURRENT>                   10,486,040 
                    <NET-CHANGE-FROM-OPS>                       14,061,652 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                        1,556 
                    <DISTRIBUTIONS-OF-GAINS>                        35,765 
                    <DISTRIBUTIONS-OTHER>                                0 












                    <NUMBER-OF-SHARES-SOLD>                              0 
                    <NUMBER-OF-SHARES-REDEEMED>                    220,936 
                    <SHARES-REINVESTED>                              3,107 
                    <NET-CHANGE-IN-ASSETS>                      34,293,865 
                    <ACCUMULATED-NII-PRIOR>                        (37,333)

                    <ACCUMULATED-GAINS-PRIOR>                        1,393 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          515,787 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              1,264,817 
                    <AVERAGE-NET-ASSETS>                         1,875,101 
                    <PER-SHARE-NAV-BEGIN>                             9.08 
                    <PER-SHARE-NII>                                    .03 
                    <PER-SHARE-GAIN-APPREC>                           2.13 

           
           
           
           
           
           
            
           
           
           
           
           
                    <PER-SHARE-DIVIDEND>                               .01 
                    <PER-SHARE-DISTRIBUTIONS>                          .25 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                              10.98 
                    <EXPENSE-RATIO>                                   2.75 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             

























</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 031 
                       <NAME> IVY INTERNATIONAL FUND-CLASS A 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      466,703,249 
                    <INVESTMENTS-AT-VALUE>                     560,167,683 
                    <RECEIVABLES>                                1,507,315 
                    <ASSETS-OTHER>                               2,864,533 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             564,539,531 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      879,911 
                    <TOTAL-LIABILITIES>                            879,911 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                   470,231,185 
                    <SHARES-COMMON-STOCK>                       15,519,433 
                    <SHARES-COMMON-PRIOR>                        8,319,575 
                    <ACCUMULATED-NII-CURRENT>                        5,823 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                        (41,822)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    93,464,434 
                    <NET-ASSETS>                               563,659,620 
                    <DIVIDEND-INCOME>                            6,955,702 
                    <INTEREST-INCOME>                            2,910,827 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               6,436,879 
                    <NET-INVESTMENT-INCOME>                      3,429,650 
                    <REALIZED-GAINS-CURRENT>                     1,769,828 
                    <APPREC-INCREASE-CURRENT>                   44,011,142 
                    <NET-CHANGE-FROM-OPS>                       49,210,620 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                    3,301,120 
                    <DISTRIBUTIONS-OF-GAINS>                     1,495,008 
                    <DISTRIBUTIONS-OTHER>                          423,723 
                    <NUMBER-OF-SHARES-SOLD>                      9,867,336 
                    <NUMBER-OF-SHARES-REDEEMED>                  2,826,332 

           
           
           
           
           
           
            
           












           
           
           
           
                    <SHARES-REINVESTED>                            158,854 
                    <NET-CHANGE-IN-ASSETS>                     299,009,558 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                            0 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                        3,948,456 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              6,436,879 
                    <AVERAGE-NET-ASSETS>                       339,441,521 
                    <PER-SHARE-NAV-BEGIN>                            27.60 
                    <PER-SHARE-NII>                                    .25 
                    <PER-SHARE-GAIN-APPREC>                           3.22 
                    <PER-SHARE-DIVIDEND>                               .25 
                    <PER-SHARE-DISTRIBUTIONS>                          .12 
                    <RETURNS-OF-CAPITAL>                               .03 
                    <PER-SHARE-NAV-END>                              30.67 
                    <EXPENSE-RATIO>                                   1.52 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 032 
                       <NAME> IVY INTERNATIONAL FUND-CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      466,703,249 
                    <INVESTMENTS-AT-VALUE>                     560,167,683 
                    <RECEIVABLES>                                1,507,315 
                    <ASSETS-OTHER>                               2,864,533 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             564,539,531 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      879,911 
                    <TOTAL-LIABILITIES>                            879,911 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                   470,231,185 
                    <SHARES-COMMON-STOCK>                        2,433,772 
                    <SHARES-COMMON-PRIOR>                        1,092,309 
                    <ACCUMULATED-NII-CURRENT>                        5,823 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                        (41,822)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    93,464,434 
                    <NET-ASSETS>                               563,659,620 
                    <DIVIDEND-INCOME>                            6,955,702 

           
           
           
           
           
           
            
           
           
           
           
           
                    <INTEREST-INCOME>                            2,910,827 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               6,436,879 
                    <NET-INVESTMENT-INCOME>                      3,429,650 
                    <REALIZED-GAINS-CURRENT>                     1,769,828 
                    <APPREC-INCREASE-CURRENT>                   44,011,142 
                    <NET-CHANGE-FROM-OPS>                       49,210,620 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                       26,475 












                    <DISTRIBUTIONS-OF-GAINS>                       233,428 
                    <DISTRIBUTIONS-OTHER>                           69,587 
                    <NUMBER-OF-SHARES-SOLD>                      1,620,201 
                    <NUMBER-OF-SHARES-REDEEMED>                    288,093 
                    <SHARES-REINVESTED>                              9,355 
                    <NET-CHANGE-IN-ASSETS>                     299,009,558 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                            0 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                        3,948,456 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              6,436,879 
                    <AVERAGE-NET-ASSETS>                        47,484,147 
                    <PER-SHARE-NAV-BEGIN>                            27.60 
                    <PER-SHARE-NII>                                    .01 
                    <PER-SHARE-GAIN-APPREC>                           3.20 
                    <PER-SHARE-DIVIDEND>                               .01 
                    <PER-SHARE-DISTRIBUTIONS>                          .10 
                    <RETURNS-OF-CAPITAL>                               .03 
                    <PER-SHARE-NAV-END>                              30.67 
                    <EXPENSE-RATIO>                                   2.44 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 033 
                       <NAME> IVY INTERNATIONAL FUND - CLASS I 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      466,703,249 
                    <INVESTMENTS-AT-VALUE>                     560,167,683 
                    <RECEIVABLES>                                1,507,315 
                    <ASSETS-OTHER>                               2,864,533 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             564,539,531 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <OTHER-ITEMS-LIABILITIES>                      879,911 
                    <TOTAL-LIABILITIES>                            879,911 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                   470,231,185 
                    <SHARES-COMMON-STOCK>                          424,505 
                    <SHARES-COMMON-PRIOR>                          178,332 
                    <ACCUMULATED-NII-CURRENT>                        5,823 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                        (41,822)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    93,464,434 
                    <NET-ASSETS>                               563,659,620 
                    <DIVIDEND-INCOME>                            6,955,702 
                    <INTEREST-INCOME>                            2,910,827 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               6,436,879 
                    <NET-INVESTMENT-INCOME>                      3,429,650 
                    <REALIZED-GAINS-CURRENT>                     1,769,828 
                    <APPREC-INCREASE-CURRENT>                   44,011,142 
                    <NET-CHANGE-FROM-OPS>                       49,210,620 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                      102,055 












                    <DISTRIBUTIONS-OF-GAINS>                        41,392 
                    <DISTRIBUTIONS-OTHER>                           12,102 
                    <NUMBER-OF-SHARES-SOLD>                        254,153 
                    <NUMBER-OF-SHARES-REDEEMED>                     11,973 
                    <SHARES-REINVESTED>                              3,993 
                    <NET-CHANGE-IN-ASSETS>                     299,009,558 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                            0 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                        3,948,456 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              6,436,879 
                    <AVERAGE-NET-ASSETS>                         8,910,446 
                    <PER-SHARE-NAV-BEGIN>                            27.60 
                    <PER-SHARE-NII>                                    .30 
                    <PER-SHARE-GAIN-APPREC>                           3.22 
                    <PER-SHARE-DIVIDEND>                               .30 
                    <PER-SHARE-DISTRIBUTIONS>                          .12 
                    <RETURNS-OF-CAPITAL>                               .03 
                    <PER-SHARE-NAV-END>                              30.67 
                    <EXPENSE-RATIO>                                   1.35 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 041 
                       <NAME> IVY EMERGING GROWTH FUND-CLASS A 
                             
           
           
           
           
           
           
            
           
           
           
           
           
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       42,509,333 
                    <INVESTMENTS-AT-VALUE>                      53,382,860 
                    <RECEIVABLES>                                  324,843 
                    <ASSETS-OTHER>                                  33,489 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                              53,741,192 
                    <PAYABLE-FOR-SECURITIES>                        52,500 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      247,647 
                    <TOTAL-LIABILITIES>                            300,147 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    42,567,103 
                    <SHARES-COMMON-STOCK>                        1,635,831 
                    <SHARES-COMMON-PRIOR>                        1,169,256 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                            415 
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    10,873,527 
                    <NET-ASSETS>                                53,441,045 
                    <DIVIDEND-INCOME>                               15,008 
                    <INTEREST-INCOME>                              195,343 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                 801,544 
                    <NET-INVESTMENT-INCOME>                       (591,193)

                    <REALIZED-GAINS-CURRENT>                     4,445,572 
                    <APPREC-INCREASE-CURRENT>                    8,767,787 
                    <NET-CHANGE-FROM-OPS>                       12,622,166 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                     2,804,408 
                    <DISTRIBUTIONS-OTHER>                                0 












                    <NUMBER-OF-SHARES-SOLD>                      1,087,467 
                    <NUMBER-OF-SHARES-REDEEMED>                    730,995 
                    <SHARES-REINVESTED>                            110,103 
                    <NET-CHANGE-IN-ASSETS>                      26,933,004 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                      (38,954)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          318,186 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                801,544 
                    <AVERAGE-NET-ASSETS>                        28,072,995 
                    <PER-SHARE-NAV-BEGIN>                            18.38 
                    <PER-SHARE-NII>                                   (.24)

                    <PER-SHARE-GAIN-APPREC>                           7.90 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                         1.92 
                    <RETURNS-OF-CAPITAL>                                 0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <PER-SHARE-NAV-END>                              24.12 
                    <EXPENSE-RATIO>                                   1.95 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             
























</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 042 
                       <NAME> IVY EMERGING GROWTH FUND - CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       42,509,333 
                    <INVESTMENTS-AT-VALUE>                      53,382,860 
                    <RECEIVABLES>                                  324,843 
                    <ASSETS-OTHER>                                  33,489 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                              53,741,192 
                    <PAYABLE-FOR-SECURITIES>                        52,500 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      247,647 
                    <TOTAL-LIABILITIES>                            300,147 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    42,567,103 
                    <SHARES-COMMON-STOCK>                          579,718 
                    <SHARES-COMMON-PRIOR>                          272,799 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                            415 
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    10,873,527 
                    <NET-ASSETS>                                53,441,045 
                    <DIVIDEND-INCOME>                               15,008 
                    <INTEREST-INCOME>                              195,343 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                 801,544 
                    <NET-INVESTMENT-INCOME>                       (591,193)

                    <REALIZED-GAINS-CURRENT>                     4,445,572 
                    <APPREC-INCREASE-CURRENT>                    8,767,787 
                    <NET-CHANGE-FROM-OPS>                       12,622,166 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                     1,010,602 
                    <DISTRIBUTIONS-OTHER>                                0 
                    <NUMBER-OF-SHARES-SOLD>                        566,894 
                    <NUMBER-OF-SHARES-REDEEMED>                    297,917 
                    <SHARES-REINVESTED>                             37,942 
                    <NET-CHANGE-IN-ASSETS>                      26,933,004 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                      (38,954) 

           
           
           
           
           












           
            
           
           
           
           
           
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          318,186 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                801,544 
                    <AVERAGE-NET-ASSETS>                         9,359,259 
                    <PER-SHARE-NAV-BEGIN>                            18.38 
                    <PER-SHARE-NII>                                   (.35)

                    <PER-SHARE-GAIN-APPREC>                           7.85 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                         1.76 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                              24.12 
                    <EXPENSE-RATIO>                                   2.70 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





































</TABLE>

<TABLE> <S> <C>







           
           
           
           
           
           
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 051  
                                 <NAME> IVY CHINA REGION FUND - CLASS A  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
                              <INVESTMENTS-AT-COST>                      
          23,084,415  
                              <INVESTMENTS-AT-VALUE>                     
          19,327,113  
                              <RECEIVABLES>                                 
           91,898  
                              <ASSETS-OTHER>                                
          408,497  
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                             
          19,827,508  
                              <PAYABLE-FOR-SECURITIES>                      
                0  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                     
           67,340  
                              <TOTAL-LIABILITIES>                           
           67,340  
                              <SENIOR-EQUITY>                               
                0  
                              <PAID-IN-CAPITAL-COMMON>                   
          24,083,795  
                              <SHARES-COMMON-STOCK>                       
          1,497,659  
                              <SHARES-COMMON-PRIOR>                       
          1,531,469  
                              <ACCUMULATED-NII-CURRENT>                     
            1,382  
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                      
          (567,707) 
           
                              <OVERDISTRIBUTION-GAINS>                      
                0  












                              <ACCUM-APPREC-OR-DEPREC>                   
          (3,757,302) 
           
                              <NET-ASSETS>                               
          19,760,168  
                              <DIVIDEND-INCOME>                             
          738,383  
                              <INTEREST-INCOME>                             
           25,323  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                                
          493,819  
                              <NET-INVESTMENT-INCOME>                       
          269,887  
                              <REALIZED-GAINS-CURRENT>                     
          (304,802)  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                              <APPREC-INCREASE-CURRENT>                     
          370,010  
                              <NET-CHANGE-FROM-OPS>                         
          335,095  
                              <EQUALIZATION>                                
                0  
                              <DISTRIBUTIONS-OF-INCOME>                     
          209,871   
           
           
           
           
           
           
            
           
           
           
           
           
                              <DISTRIBUTIONS-OF-GAINS>                      
                0  
                              <DISTRIBUTIONS-OTHER>                         
           20,020  












                              <NUMBER-OF-SHARES-SOLD>                     
          1,416,644  
                              <NUMBER-OF-SHARES-REDEEMED>                 
          1,473,931  
                              <SHARES-REINVESTED>                           
           23,477  
                              <NET-CHANGE-IN-ASSETS>                       
          (755,932) 
           
                              <ACCUMULATED-NII-PRIOR>                       
          (39,826) 
           
                              <ACCUMULATED-GAINS-PRIOR>                    
          (264,140) 
           
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                         
          200,605  
                              <INTEREST-EXPENSE>                            
                0  
                              <GROSS-EXPENSE>                               
          599,904  
                              <AVERAGE-NET-ASSETS>                       
          13,058,797  
                              <PER-SHARE-NAV-BEGIN>                         
             8.61  
                              <PER-SHARE-NII>                               
             0.14  
                              <PER-SHARE-GAIN-APPREC>                       
            (0.01) 
           
                              <PER-SHARE-DIVIDEND>                          
             0.14  
                              <PER-SHARE-DISTRIBUTIONS>                     
                0  
                              <RETURNS-OF-CAPITAL>                          
             0.02  
                              <PER-SHARE-NAV-END>                           
             8.58  
                              <EXPENSE-RATIO>                               
             2.20  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  
                                         
           
           
           
           
           












           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           




































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 052 
                       <NAME> IVY CHINA REGION FUND-CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       23,084,415 
                    <INVESTMENTS-AT-VALUE>                      19,327,113 
                    <RECEIVABLES>                                   91,898 
                    <ASSETS-OTHER>                                 408,497 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                              19,827,508 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                       67,340 
                    <TOTAL-LIABILITIES>                             67,340 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    24,083,795 
                    <SHARES-COMMON-STOCK>                          804,454 

           
           
           
           
           
           
            
           
           
           
           
           
                    <SHARES-COMMON-PRIOR>                          852,413 
                    <ACCUMULATED-NII-CURRENT>                        1,382 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                       (567,707)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    (3,757,302)

                    <NET-ASSETS>                                19,760,168 
                    <DIVIDEND-INCOME>                              738,383 
                    <INTEREST-INCOME>                               25,323 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                 493,819 
                    <NET-INVESTMENT-INCOME>                        269,887 
                    <REALIZED-GAINS-CURRENT>                      (304,802)

                    <APPREC-INCREASE-CURRENT>                      370,010 
                    <NET-CHANGE-FROM-OPS>                          335,095 












                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                       60,016 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                           12,354 
                    <NUMBER-OF-SHARES-SOLD>                        575,358 
                    <NUMBER-OF-SHARES-REDEEMED>                    631,083 
                    <SHARES-REINVESTED>                              7,766 
                    <NET-CHANGE-IN-ASSETS>                        (755,932)

                    <ACCUMULATED-NII-PRIOR>                        (39,826)

                    <ACCUMULATED-GAINS-PRIOR>                     (264,140)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          200,605 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                599,904 
                    <AVERAGE-NET-ASSETS>                         7,001,999 
                    <PER-SHARE-NAV-BEGIN>                             8.61 
                    <PER-SHARE-NII>                                   0.08 
                    <PER-SHARE-GAIN-APPREC>                          (0.02)

                    <PER-SHARE-DIVIDEND>                              0.08 
                    <PER-SHARE-DISTRIBUTIONS>                            0 
                    <RETURNS-OF-CAPITAL>                              0.01 
                    <PER-SHARE-NAV-END>                               8.58 
                    <EXPENSE-RATIO>                                   2.95 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             































</TABLE>

<TABLE> <S> <C>








           
           
           
           
           
           
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 061  
                                 <NAME> IVY LATIN AMERICA STRATEGY
          FUND-CLASS A  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-START>                            
          JAN-01-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                              <INVESTMENTS-AT-COST>                       
          2,438,050  
                              <INVESTMENTS-AT-VALUE>                      
          2,267,292  
                              <RECEIVABLES>                                 
          111,983  
                              <ASSETS-OTHER>                                
          334,754  
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                              
          2,714,029  
                              <PAYABLE-FOR-SECURITIES>                      
                0  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                     
           15,386  
                              <TOTAL-LIABILITIES>                           
           15,386  












                              <SENIOR-EQUITY>                               
                0  
                              <PAID-IN-CAPITAL-COMMON>                    
          2,910,979  
                              <SHARES-COMMON-STOCK>                         
          292,626  
                              <SHARES-COMMON-PRIOR>                         
           68,192  
                              <ACCUMULATED-NII-CURRENT>                     
                0  
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                       
          (41,578) 
           
                              <OVERDISTRIBUTION-GAINS>                      
                0  
                              <ACCUM-APPREC-OR-DEPREC>                     
          (170,758) 
           
                              <NET-ASSETS>                                
          2,698,643  
                              <DIVIDEND-INCOME>                             
           34,819  
                              <INTEREST-INCOME>                             
                0  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                                
           34,466  
                              <NET-INVESTMENT-INCOME>                       
              353  
                              <REALIZED-GAINS-CURRENT>                      
          (42,053) 
           
                              <APPREC-INCREASE-CURRENT>                     
          (56,614)  
           
           
           
           
           
           
           
            
           
           
           
           
           
                              <NET-CHANGE-FROM-OPS>                         
          (98,314) 
           













                              <EQUALIZATION>                                
                0  
                              <DISTRIBUTIONS-OF-INCOME>                     
                0  
                              <DISTRIBUTIONS-OF-GAINS>                      
                0  
                              <DISTRIBUTIONS-OTHER>                         
            7,792  
                              <NUMBER-OF-SHARES-SOLD>                       
          442,664  
                              <NUMBER-OF-SHARES-REDEEMED>                   
          219,064  
                              <SHARES-REINVESTED>                           
              834  
                              <NET-CHANGE-IN-ASSETS>                      
          2,005,208  
                              <ACCUMULATED-NII-PRIOR>                       
                0  
                              <ACCUMULATED-GAINS-PRIOR>                     
           (4,250) 
           
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                         
           14,343  
                              <INTEREST-EXPENSE>                            
                0  
                              <GROSS-EXPENSE>                               
          135,694  
                              <AVERAGE-NET-ASSETS>                          
          988,683  
                              <PER-SHARE-NAV-BEGIN>                         
             8.37  
                              <PER-SHARE-NII>                               
             0.01  
                              <PER-SHARE-GAIN-APPREC>                       
            (1.45) 
           
                              <PER-SHARE-DIVIDEND>                          
                0  
                              <PER-SHARE-DISTRIBUTIONS>                     
                0  
                              <RETURNS-OF-CAPITAL>                          
             0.05  
                              <PER-SHARE-NAV-END>                           
             6.88  
                              <EXPENSE-RATIO>                               
             2.20  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  












           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                                         
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 062 
                       <NAME> IVY LATIN AMERICA STRATEGY FUND-CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                        2,438,050 
                    <INVESTMENTS-AT-VALUE>                       2,267,292 
                    <RECEIVABLES>                                  111,983 
                    <ASSETS-OTHER>                                 334,754 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                               2,714,029 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                       15,386 
                    <TOTAL-LIABILITIES>                             15,386 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                     2,910,979 
                    <SHARES-COMMON-STOCK>                           99,356 
                    <SHARES-COMMON-PRIOR>                           14,649 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                        (41,578)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                      (170,758)

                    <NET-ASSETS>                                 2,698,643 
                    <DIVIDEND-INCOME>                               34,819 
                    <INTEREST-INCOME>                                    0 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                  34,466 
                    <NET-INVESTMENT-INCOME>                            353 
                    <REALIZED-GAINS-CURRENT>                       (42,053)

                    <APPREC-INCREASE-CURRENT>                      (56,614)

                    <NET-CHANGE-FROM-OPS>                          (98,314)

                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                                0 
                    <NUMBER-OF-SHARES-SOLD>                         86,962 
                    <NUMBER-OF-SHARES-REDEEMED>                      2,256 
                    <SHARES-REINVESTED>                                  0 
                    <NET-CHANGE-IN-ASSETS>                       2,005,208 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                       (4,250)













                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                           14,343 

           
           
           
           
           
           
            
           
           
           
           
           
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                135,694 
                    <AVERAGE-NET-ASSETS>                           359,517 
                    <PER-SHARE-NAV-BEGIN>                             8.37 
                    <PER-SHARE-NII>                                  (0.02)

                    <PER-SHARE-GAIN-APPREC>                          (1.47)

                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                            0 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                               6.88 
                    <EXPENSE-RATIO>                                   2.95 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             






























</TABLE>

<TABLE> <S> <C>







           
           
           
           
           
           
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 071  
                                 <NAME> IVY NEW CENTURY FUND-CLASS A  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
                              <INVESTMENTS-AT-COST>                       
          3,755,288  
                              <INVESTMENTS-AT-VALUE>                      
          3,780,476  
                              <RECEIVABLES>                                 
           82,704  
                              <ASSETS-OTHER>                                
          535,142  
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                              
          4,398,322  
                              <PAYABLE-FOR-SECURITIES>                      
                0  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                     
           17,633  
                              <TOTAL-LIABILITIES>                           
           17,633  
                              <SENIOR-EQUITY>                               
                0  
                              <PAID-IN-CAPITAL-COMMON>                    
          4,354,168  
                              <SHARES-COMMON-STOCK>                         
          379,620  
                              <SHARES-COMMON-PRIOR>                         
           70,715  
                              <ACCUMULATED-NII-CURRENT>                     
                0  
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                       
            1,333  
                              <OVERDISTRIBUTION-GAINS>                      
                0  













                              <ACCUM-APPREC-OR-DEPREC>                      
           25,188  
                              <NET-ASSETS>                                
          4,380,689  
                              <DIVIDEND-INCOME>                             
           48,041  
                              <INTEREST-INCOME>                             
                0  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                                
           46,497  
                              <NET-INVESTMENT-INCOME>                       
            1,544  
                              <REALIZED-GAINS-CURRENT>                      
           36,055  
                              <APPREC-INCREASE-CURRENT>                     
          112,073  
                              <NET-CHANGE-FROM-OPS>                         
          149,672  
                              <EQUALIZATION>                                
                0  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                              <DISTRIBUTIONS-OF-INCOME>                     
            1,544  
                              <DISTRIBUTIONS-OF-GAINS>                      
           28,547  
                              <DISTRIBUTIONS-OTHER>                         
            9,760   
           
           
           
           
           
           
            
           
           
           
           
           













                              <NUMBER-OF-SHARES-SOLD>                       
          347,829  
                              <NUMBER-OF-SHARES-REDEEMED>                   
           43,244  
                              <SHARES-REINVESTED>                           
            4,320  
                              <NET-CHANGE-IN-ASSETS>                      
          3,648,420  
                              <ACCUMULATED-NII-PRIOR>                       
             (556) 
           
                              <ACCUMULATED-GAINS-PRIOR>                     
                0  
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                         
           19,712  
                              <INTEREST-EXPENSE>                            
                0  
                              <GROSS-EXPENSE>                               
          144,689  
                              <AVERAGE-NET-ASSETS>                        
          1,555,144  
                              <PER-SHARE-NAV-BEGIN>                         
             8.64  
                              <PER-SHARE-NII>                               
              .01  
                              <PER-SHARE-GAIN-APPREC>                       
              .54  
                              <PER-SHARE-DIVIDEND>                          
              .01  
                              <PER-SHARE-DISTRIBUTIONS>                     
              .10  
                              <RETURNS-OF-CAPITAL>                          
              .03  
                              <PER-SHARE-NAV-END>                           
             9.05  
                              <EXPENSE-RATIO>                               
             2.20  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  
                                         
           
           
           
           
           
           
           
           












           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           


































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 072 
                       <NAME> IVY NEW CENTURY FUND - CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                        3,755,288 
                    <INVESTMENTS-AT-VALUE>                       3,780,476 
                    <RECEIVABLES>                                   82,704 
                    <ASSETS-OTHER>                                 535,142 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                               4,398,322 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                       17,633 
                    <TOTAL-LIABILITIES>                             17,633 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                     4,354,168 
                    <SHARES-COMMON-STOCK>                          104,469 
                    <SHARES-COMMON-PRIOR>                           14,043 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                          1,333 

           
           
           
           
           
           
            
           
           
           
           
           
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                        25,188 
                    <NET-ASSETS>                                 4,380,689 
                    <DIVIDEND-INCOME>                               48,041 
                    <INTEREST-INCOME>                                    0 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                  46,497 
                    <NET-INVESTMENT-INCOME>                          1,544 
                    <REALIZED-GAINS-CURRENT>                        36,055 
                    <APPREC-INCREASE-CURRENT>                      112,073 
                    <NET-CHANGE-FROM-OPS>                          149,672 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                         7,427 
                    <DISTRIBUTIONS-OTHER>                                0 












                    <NUMBER-OF-SHARES-SOLD>                         95,175 
                    <NUMBER-OF-SHARES-REDEEMED>                      5,547 
                    <SHARES-REINVESTED>                                798 
                    <NET-CHANGE-IN-ASSETS>                       3,648,420 
                    <ACCUMULATED-NII-PRIOR>                           (556)

                    <ACCUMULATED-GAINS-PRIOR>                            0 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                           19,712 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                144,689 
                    <AVERAGE-NET-ASSETS>                           416,352 
                    <PER-SHARE-NAV-BEGIN>                             8.64 
                    <PER-SHARE-NII>                                   (.02)

                    <PER-SHARE-GAIN-APPREC>                            .51 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                          .08 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                               9.05 
                    <EXPENSE-RATIO>                                   2.95 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





































</TABLE>

<TABLE> <S> <C>







            
           
           
           
           
           
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 081  
                                 <NAME> IVY CANADA FUND-CLASS A  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-START>                            
          JAN-01-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
                              <INVESTMENTS-AT-COST>                      
          22,637,621  
                              <INVESTMENTS-AT-VALUE>                     
          20,372,523  
                              <RECEIVABLES>                                 
           30,430  
                              <ASSETS-OTHER>                                
          199,585  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                             
          20,602,538  
                              <PAYABLE-FOR-SECURITIES>                      
                0  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                     
          107,964  
                              <TOTAL-LIABILITIES>                           
          107,964  
                              <SENIOR-EQUITY>                               
                0  












                              <PAID-IN-CAPITAL-COMMON>                   
          22,485,604  
                              <SHARES-COMMON-STOCK>                       
          2,101,262  
                              <SHARES-COMMON-PRIOR>                       
          2,618,567  
                              <ACCUMULATED-NII-CURRENT>                    
          (185,467) 
           
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                       
          459,535  
                              <OVERDISTRIBUTION-GAINS>                      
                0  
                              <ACCUM-APPREC-OR-DEPREC>                   
          (2,265,098) 
           
                              <NET-ASSETS>                               
          20,494,574  
                              <DIVIDEND-INCOME>                             
          111,480  
                              <INTEREST-INCOME>                             
           37,112  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                                
          562,421  
                              <NET-INVESTMENT-INCOME>                      
          (413,829) 
           
                              <REALIZED-GAINS-CURRENT>                    
          1,423,512  
                              <APPREC-INCREASE-CURRENT>                     
           20,707  
                              <NET-CHANGE-FROM-OPS>                       
          1,030,390   
           
           
           
           
           
           
            
           
           
           
           
           
                              <EQUALIZATION>                                
                0  
                              <DISTRIBUTIONS-OF-INCOME>                     
                0  













                              <DISTRIBUTIONS-OF-GAINS>                      
          519,054  
                              <DISTRIBUTIONS-OTHER>                         
                0  
                              <NUMBER-OF-SHARES-SOLD>                       
          926,528  
                              <NUMBER-OF-SHARES-REDEEMED>                 
          1,490,048  
                              <SHARES-REINVESTED>                           
           46,215  
                              <NET-CHANGE-IN-ASSETS>                     
          (3,542,056) 
           
                              <ACCUMULATED-NII-PRIOR>                       
                0  
                              <ACCUMULATED-GAINS-PRIOR>                    
          (478,598) 
           
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                         
           96,041  
                              <INTEREST-EXPENSE>                            
                0  
                              <GROSS-EXPENSE>                               
          625,887  
                              <AVERAGE-NET-ASSETS>                       
          18,312,557  
                              <PER-SHARE-NAV-BEGIN>                         
             8.90  
                              <PER-SHARE-NII>                               
            (0.19) 
           
                              <PER-SHARE-GAIN-APPREC>                       
             0.75  
                              <PER-SHARE-DIVIDEND>                          
                0  
                              <PER-SHARE-DISTRIBUTIONS>                     
             0.25  
                              <RETURNS-OF-CAPITAL>                          
                0  
                              <PER-SHARE-NAV-END>                           
             9.21  
                              <EXPENSE-RATIO>                               
             2.90  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  
                                         
           
           












           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           



































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6  
           
           
           
           
           
           
            
           
           
           
           
           
                    <SERIES> 
                       <NUMBER> 082 
                       <NAME> IVY CANADA FUND-CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                       22,637,621 
                    <INVESTMENTS-AT-VALUE>                      20,372,523 
                    <RECEIVABLES>                                   30,430 
                    <ASSETS-OTHER>                                 199,585 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                              20,602,538 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      107,964 
                    <TOTAL-LIABILITIES>                            107,964 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                    22,485,604 
                    <SHARES-COMMON-STOCK>                          123,983 
                    <SHARES-COMMON-PRIOR>                           83,254 
                    <ACCUMULATED-NII-CURRENT>                      185,467 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                        459,535 
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                    (2,265,098)

                    <NET-ASSETS>                                20,494,574 
                    <DIVIDEND-INCOME>                              111,480 
                    <INTEREST-INCOME>                               37,112 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                 562,421 
                    <NET-INVESTMENT-INCOME>                       (413,829)

                    <REALIZED-GAINS-CURRENT>                     1,423,512 
                    <APPREC-INCREASE-CURRENT>                       20,707 
                    <NET-CHANGE-FROM-OPS>                        1,030,390 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 












                    <DISTRIBUTIONS-OF-GAINS>                        23,912 
                    <DISTRIBUTIONS-OTHER>                                0 
                    <NUMBER-OF-SHARES-SOLD>                         73,447 
                    <NUMBER-OF-SHARES-REDEEMED>                     35,009 
                    <SHARES-REINVESTED>                              2,291 
                    <NET-CHANGE-IN-ASSETS>                      (3,542,056)

                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                     (478,598)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                           96,041 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                625,887 
                    <AVERAGE-NET-ASSETS>                         1,125,265 
                    <PER-SHARE-NAV-BEGIN>                             8.90 

           
           
           
           
           
           
            
           
           
           
           
           
                    <PER-SHARE-NII>                                  (0.20)

                    <PER-SHARE-GAIN-APPREC>                           0.71 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                         0.20 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                               9.21 
                    <EXPENSE-RATIO>                                   3.50 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             





















</TABLE>

<TABLE> <S> <C>







            
           
           
           
           
           
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 091  
                                 <NAME> IVY GLOBAL FUND-CLASS A  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
                              <INVESTMENTS-AT-COST>                      
          23,985,788  
                              <INVESTMENTS-AT-VALUE>                     
          26,132,152  
                              <RECEIVABLES>                                 
          238,864  
                              <ASSETS-OTHER>                                
           47,366  
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                             
          26,418,382  
                              <PAYABLE-FOR-SECURITIES>                      
           97,497  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                     
          245,677  
                              <TOTAL-LIABILITIES>                           
          343,174  
                              <SENIOR-EQUITY>                               
                0  
                              <PAID-IN-CAPITAL-COMMON>                   
          23,921,114  
                              <SHARES-COMMON-STOCK>                       
          1,776,808   
                      
                              <SHARES-COMMON-PRIOR>                       
          1,721,751  
                              <ACCUMULATED-NII-CURRENT>                     
           53,270  
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                       
           13,394  
                              <OVERDISTRIBUTION-GAINS>                      
                0  












                              <ACCUM-APPREC-OR-DEPREC>                    
          2,087,430  
                              <NET-ASSETS>                               
          26,075,208  
                              <DIVIDEND-INCOME>                             
          659,633  
                              <INTEREST-INCOME>                             
           39,237  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                                
          555,380  
                              <NET-INVESTMENT-INCOME>                       
          143,490  
                              <REALIZED-GAINS-CURRENT>                      
          998,646  
                              <APPREC-INCREASE-CURRENT>                   
          1,607,787  
                              <NET-CHANGE-FROM-OPS>                       
          2,749,923  
                              <EQUALIZATION>                                
                0  
                              <DISTRIBUTIONS-OF-INCOME>                     
           71,425  
                              <DISTRIBUTIONS-OF-GAINS>                      
          827,783  
                              <DISTRIBUTIONS-OTHER>                         
          120,215  
                              <NUMBER-OF-SHARES-SOLD>                     
          2,228,655  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                       
           
           
           
           
           
           
            
           
           
           
           
           
                      












                      
                              <NUMBER-OF-SHARES-REDEEMED>                 
          2,247,642  
                              <SHARES-REINVESTED>                           
           74,044  
                              <NET-CHANGE-IN-ASSETS>                      
          3,792,079  
                              <ACCUMULATED-NII-PRIOR>                       
          (13,860) 
           
                              <ACCUMULATED-GAINS-PRIOR>                     
                0  
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                         
          239,963  
                              <INTEREST-EXPENSE>                            
                0  
                              <GROSS-EXPENSE>                               
          617,622  
                              <AVERAGE-NET-ASSETS>                       
          20,333,177  
                              <PER-SHARE-NAV-BEGIN>                         
            11.23  
                              <PER-SHARE-NII>                               
              .09  
                              <PER-SHARE-GAIN-APPREC>                       
             1.25  
                              <PER-SHARE-DIVIDEND>                          
              .04  
                              <PER-SHARE-DISTRIBUTIONS>                     
              .49  
                              <RETURNS-OF-CAPITAL>                          
              .07  
                              <PER-SHARE-NAV-END>                           
            11.97  
                              <EXPENSE-RATIO>                               
             2.20  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  
                                         
           
           
           
           
           
           
           
           
           












           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           




































</TABLE>

<TABLE> <S> <C>







            
           
           
           
           
           
                              <ARTICLE> 6  
                              <SERIES>  
                                 <NUMBER> 092  
                                 <NAME> IVY GLOBAL FUND-CLASS B  
                                       
                              <S>                             <C>  
                              <PERIOD-TYPE>                   YEAR  
                              <FISCAL-YEAR-END>                         
          DEC-31-1995  
                              <PERIOD-END>                              
          DEC-31-1995  
                              <INVESTMENTS-AT-COST>                      
          23,985,788  
                              <INVESTMENTS-AT-VALUE>                     
          26,132,152  
                              <RECEIVABLES>                                 
          238,864  
                              <ASSETS-OTHER>                                
           47,366  
                              <OTHER-ITEMS-ASSETS>                          
                0  
                              <TOTAL-ASSETS>                             
          26,418,382  
                              <PAYABLE-FOR-SECURITIES>                      
           97,497  
                              <SENIOR-LONG-TERM-DEBT>                       
                0  
                              <OTHER-ITEMS-LIABILITIES>                     
          245,677  
                              <TOTAL-LIABILITIES>                           
          343,174  
                              <SENIOR-EQUITY>                               
                0  
                              <PAID-IN-CAPITAL-COMMON>                   
          23,921,114  
                              <SHARES-COMMON-STOCK>                         
          402,023  
                              <SHARES-COMMON-PRIOR>                         
          263,339  
                              <ACCUMULATED-NII-CURRENT>                     
           53,270  
                              <OVERDISTRIBUTION-NII>                        
                0  
                              <ACCUMULATED-NET-GAINS>                       
           13,394  
                              <OVERDISTRIBUTION-GAINS>                      
                0  













                              <ACCUM-APPREC-OR-DEPREC>                    
          2,087,430  
                              <NET-ASSETS>                               
          26,075,208  
                              <DIVIDEND-INCOME>                             
          659,633  
           
                      
                      
                      
                      
                      
                      
                       
                      
                      
                      
                      
                      
                              <INTEREST-INCOME>                             
           39,237  
                              <OTHER-INCOME>                                
                0  
                              <EXPENSES-NET>                                
          555,380  
                              <NET-INVESTMENT-INCOME>                       
          143,490  
                              <REALIZED-GAINS-CURRENT>                      
          998,646  
                              <APPREC-INCREASE-CURRENT>                   
          1,607,787  
                              <NET-CHANGE-FROM-OPS>                       
          2,749,923  
                              <EQUALIZATION>                                
                0  
                              <DISTRIBUTIONS-OF-INCOME>                     
                0  
                              <DISTRIBUTIONS-OF-GAINS>                      
          170,863  
                              <DISTRIBUTIONS-OTHER>                         
           24,814   
           
           
           
           
           
           
            
           
           
           
           
           













                              <NUMBER-OF-SHARES-SOLD>                       
          424,399  
                              <NUMBER-OF-SHARES-REDEEMED>                   
          300,410  
                              <SHARES-REINVESTED>                           
           14,695  
                              <NET-CHANGE-IN-ASSETS>                      
          3,792,079  
                              <ACCUMULATED-NII-PRIOR>                       
          (13,860) 
           
                              <ACCUMULATED-GAINS-PRIOR>                     
                0  
                              <OVERDISTRIB-NII-PRIOR>                       
                0  
                              <OVERDIST-NET-GAINS-PRIOR>                    
                0  
                              <GROSS-ADVISORY-FEES>                         
          239,963  
                              <INTEREST-EXPENSE>                            
                0  
                              <GROSS-EXPENSE>                               
          617,622  
                              <AVERAGE-NET-ASSETS>                        
          3,663,084  
                              <PER-SHARE-NAV-BEGIN>                         
            11.23  
                              <PER-SHARE-NII>                               
                0  
                              <PER-SHARE-GAIN-APPREC>                       
             1.25  
                              <PER-SHARE-DIVIDEND>                          
                0  
                              <PER-SHARE-DISTRIBUTIONS>                     
              .45  
                              <RETURNS-OF-CAPITAL>                          
              .06  
                              <PER-SHARE-NAV-END>                           
            11.97  
                              <EXPENSE-RATIO>                               
             2.95  
                              <AVG-DEBT-OUTSTANDING>                        
                0  
                              <AVG-DEBT-PER-SHARE>                          
                0  
                                         
           
           
           
           
           
           
           
           












           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           


































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 101 
                       <NAME> IVY BOND FUND-CLASS A 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      109,078,672 
                    <INVESTMENTS-AT-VALUE>                     111,645,840 
                    <RECEIVABLES>                                2,639,485 
                    <ASSETS-OTHER>                                  77,024 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             114,362,349 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <OTHER-ITEMS-LIABILITIES>                      338,937 
                    <TOTAL-LIABILITIES>                            338,937 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                   118,697,394 
                    <SHARES-COMMON-STOCK>                       11,124,202 
                    <SHARES-COMMON-PRIOR>                       12,233,828 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                     (7,241,150)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                     2,567,168 
                    <NET-ASSETS>                               114,023,412 
                    <DIVIDEND-INCOME>                                    0 
                    <INTEREST-INCOME>                            9,772,593 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               1,771,515 
                    <NET-INVESTMENT-INCOME>                      8,001,078 
                    <REALIZED-GAINS-CURRENT>                    (2,940,340)

                    <APPREC-INCREASE-CURRENT>                   13,121,035 
                    <NET-CHANGE-FROM-OPS>                       18,181,773 
                    <EQUALIZATION>                                       0 












                    <DISTRIBUTIONS-OF-INCOME>                    7,254,790 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                        1,327,021 
                    <NUMBER-OF-SHARES-SOLD>                      1,092,290 
                    <NUMBER-OF-SHARES-REDEEMED>                  2,753,354 
                    <SHARES-REINVESTED>                            551,438 
                    <NET-CHANGE-IN-ASSETS>                       1,371,803 
                    <ACCUMULATED-NII-PRIOR>                          9,511 

                    <ACCUMULATED-GAINS-PRIOR>                   (4,733,433)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          848,778 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              1,774,130 
                    <AVERAGE-NET-ASSETS>                       109,535,439 
                    <PER-SHARE-NAV-BEGIN>                             9.01 
                    <PER-SHARE-NII>                                   0.67 
                    <PER-SHARE-GAIN-APPREC>                           0.84 
                    <PER-SHARE-DIVIDEND>                              0.63 
                    <PER-SHARE-DISTRIBUTIONS>                            0 
                    <RETURNS-OF-CAPITAL>                              0.11 
                    <PER-SHARE-NAV-END>                               9.78 
                    <EXPENSE-RATIO>                                   1.54 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             


































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 102 
                       <NAME> IVY BOND FUND-CLASS B 
                             
           
           
           
           
           
           
            
           
           
           
           
           
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-START>                             JAN-01-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      109,078,672 
                    <INVESTMENTS-AT-VALUE>                     111,645,840 
                    <RECEIVABLES>                                2,639,485 
                    <ASSETS-OTHER>                                  77,024 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             114,362,349 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      338,937 
                    <TOTAL-LIABILITIES>                            338,937 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                   118,697,394 
                    <SHARES-COMMON-STOCK>                          529,796 
                    <SHARES-COMMON-PRIOR>                          268,606 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                     (7,241,150)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                     2,567,168 
                    <NET-ASSETS>                               114,023,412 
                    <DIVIDEND-INCOME>                                    0 
                    <INTEREST-INCOME>                            9,772,593 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               1,771,515 
                    <NET-INVESTMENT-INCOME>                      8,001,078 
                    <REALIZED-GAINS-CURRENT>                    (2,940,340)

                    <APPREC-INCREASE-CURRENT>                   13,121,035 
                    <NET-CHANGE-FROM-OPS>                       18,181,773 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                      213,541 












                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                           47,497 
                    <NUMBER-OF-SHARES-SOLD>                        359,904 
                    <NUMBER-OF-SHARES-REDEEMED>                    119,296 
                    <SHARES-REINVESTED>                             20,582 
                    <NET-CHANGE-IN-ASSETS>                       1,371,803 
                    <ACCUMULATED-NII-PRIOR>                          9,511 
                    <ACCUMULATED-GAINS-PRIOR>                   (4,733,433)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          848,778 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              1,774,130 
                    <AVERAGE-NET-ASSETS>                         3,635,891 
                    <PER-SHARE-NAV-BEGIN>                             9.01 
                    <PER-SHARE-NII>                                   0.60 
                    <PER-SHARE-GAIN-APPREC>                           0.84 
                    <PER-SHARE-DIVIDEND>                              0.56 
                    <PER-SHARE-DISTRIBUTIONS>                            0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <RETURNS-OF-CAPITAL>                              0.11 
                    <PER-SHARE-NAV-END>                               9.78 
                    <EXPENSE-RATIO>                                   2.29 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             























</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <RESTATED>  
                    <SERIES> 
                       <NUMBER> 103 
                       <NAME> IVY BOND FUND - CLASS I 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                      109,078,672 
                    <INVESTMENTS-AT-VALUE>                     111,645,840 
                    <RECEIVABLES>                                2,639,485 
                    <ASSETS-OTHER>                                  77,024 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                             114,362,349 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                      338,937 
                    <TOTAL-LIABILITIES>                            338,937 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                       118,697 
                    <SHARES-COMMON-STOCK>                                0 
                    <SHARES-COMMON-PRIOR>                                0 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                     (7,241,150)

                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                     2,567,168 
                    <NET-ASSETS>                               114,023,412 
                    <DIVIDEND-INCOME>                                    0 
                    <INTEREST-INCOME>                            9,772,593 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                               1,771,515 
                    <NET-INVESTMENT-INCOME>                      8,001,078 
                    <REALIZED-GAINS-CURRENT>                    (2,940,340)

                    <APPREC-INCREASE-CURRENT>                   13,121,035 
                    <NET-CHANGE-FROM-OPS>                       18,181,773 
                    <EQUALIZATION>                                       0  
           
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                                0 
                    <NUMBER-OF-SHARES-SOLD>                              0 
                    <NUMBER-OF-SHARES-REDEEMED>                          0 
                    <SHARES-REINVESTED>                                  0 
                    <NET-CHANGE-IN-ASSETS>                       1,371,803 

           
           
           
           












           
           
            
           
           
           
           
           
                    <ACCUMULATED-NII-PRIOR>                          9,511 
                    <ACCUMULATED-GAINS-PRIOR>                   (4,733,433)

                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
                    <GROSS-ADVISORY-FEES>                          848,778 
                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                              1,774,130 
                    <AVERAGE-NET-ASSETS>                                 0 
                    <PER-SHARE-NAV-BEGIN>                                0 
                    <PER-SHARE-NII>                                      0 
                    <PER-SHARE-GAIN-APPREC>                              0 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                            0 
                    <RETURNS-OF-CAPITAL>                                 0 
                    <PER-SHARE-NAV-END>                                  0 
                    <EXPENSE-RATIO>                                      0 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             


































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 111 
                       <NAME> IVY INTERNATIONAL BOND FUND - CLASS A 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                                0 
                    <INVESTMENTS-AT-VALUE>                               0 
                    <RECEIVABLES>                                        0 
                    <ASSETS-OTHER>                                       0 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                                       0 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                            0 
                    <TOTAL-LIABILITIES>                                  0 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                             0 
                    <SHARES-COMMON-STOCK>                                0 
                    <SHARES-COMMON-PRIOR>                                0 
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                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                              0 
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                             0 
                    <NET-ASSETS>                                         0 
                    <DIVIDEND-INCOME>                                    0 
                    <INTEREST-INCOME>                                    0 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                       0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <NET-INVESTMENT-INCOME>                              0 
                    <REALIZED-GAINS-CURRENT>                             0 
                    <APPREC-INCREASE-CURRENT>                            0 
                    <NET-CHANGE-FROM-OPS>                                0 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                                0 












                    <NUMBER-OF-SHARES-SOLD>                              0 
                    <NUMBER-OF-SHARES-REDEEMED>                          0 
                    <SHARES-REINVESTED>                                  0 
                    <NET-CHANGE-IN-ASSETS>                               0 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                            0 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
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                    <INTEREST-EXPENSE>                                   0 
                    <GROSS-EXPENSE>                                      0 
                    <AVERAGE-NET-ASSETS>                                 0 
                    <PER-SHARE-NAV-BEGIN>                                0 
                    <PER-SHARE-NII>                                      0 
                    <PER-SHARE-GAIN-APPREC>                              0 
                    <PER-SHARE-DIVIDEND>                                 0 
                    <PER-SHARE-DISTRIBUTIONS>                            0 
                    <RETURNS-OF-CAPITAL>                                 0 
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                    <EXPENSE-RATIO>                                      0 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             







































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 112  
                       <NAME> IVY INTERNATIONAL BOND FUND - CLASS B 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 
                    <INVESTMENTS-AT-COST>                                0 
                    <INVESTMENTS-AT-VALUE>                               0 
                    <RECEIVABLES>                                        0 
                    <ASSETS-OTHER>                                       0 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                                       0 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                            0 
                    <TOTAL-LIABILITIES>                                  0 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                             0 

           
           
           
           
           
           
            
           
           
           
           
           
                    <SHARES-COMMON-STOCK>                                0 
                    <SHARES-COMMON-PRIOR>                                0 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                              0 
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                             0 
                    <NET-ASSETS>                                         0 
                    <DIVIDEND-INCOME>                                    0 
                    <INTEREST-INCOME>                                    0 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                       0 
                    <NET-INVESTMENT-INCOME>                              0 
                    <REALIZED-GAINS-CURRENT>                             0 
                    <APPREC-INCREASE-CURRENT>                            0 
                    <NET-CHANGE-FROM-OPS>                                0 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                                0 












                    <NUMBER-OF-SHARES-SOLD>                              0 
                    <NUMBER-OF-SHARES-REDEEMED>                          0 
                    <SHARES-REINVESTED>                                  0 
                    <NET-CHANGE-IN-ASSETS>                               0 
                    <ACCUMULATED-NII-PRIOR>                              0 
                    <ACCUMULATED-GAINS-PRIOR>                            0 
                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
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                    <RETURNS-OF-CAPITAL>                                 0 
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                    <EXPENSE-RATIO>                                      0 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 
                             







































</TABLE>

<TABLE> <S> <C>







                    <ARTICLE> 6 
                    <SERIES> 
                       <NUMBER> 113 
                       <NAME> IVY INTERNATIONAL BOND FUND - CLASS I 
                            
                    <S>                             <C> 
                    <PERIOD-TYPE>                   YEAR 
                    <FISCAL-YEAR-END>                          DEC-31-1995 
                    <PERIOD-END>                               DEC-31-1995 

           
           
           
           
           
           
            
           
           
           
           
           
                    <INVESTMENTS-AT-COST>                                0 
                    <INVESTMENTS-AT-VALUE>                               0 
                    <RECEIVABLES>                                        0 
                    <ASSETS-OTHER>                                       0 
                    <OTHER-ITEMS-ASSETS>                                 0 
                    <TOTAL-ASSETS>                                       0 
                    <PAYABLE-FOR-SECURITIES>                             0 
                    <SENIOR-LONG-TERM-DEBT>                              0 
                    <OTHER-ITEMS-LIABILITIES>                            0 
                    <TOTAL-LIABILITIES>                                  0 
                    <SENIOR-EQUITY>                                      0 
                    <PAID-IN-CAPITAL-COMMON>                             0 
                    <SHARES-COMMON-STOCK>                                0 
                    <SHARES-COMMON-PRIOR>                                0 
                    <ACCUMULATED-NII-CURRENT>                            0 
                    <OVERDISTRIBUTION-NII>                               0 
                    <ACCUMULATED-NET-GAINS>                              0 
                    <OVERDISTRIBUTION-GAINS>                             0 
                    <ACCUM-APPREC-OR-DEPREC>                             0 
                    <NET-ASSETS>                                         0 
                    <DIVIDEND-INCOME>                                    0 
                    <INTEREST-INCOME>                                    0 
                    <OTHER-INCOME>                                       0 
                    <EXPENSES-NET>                                       0 
                    <NET-INVESTMENT-INCOME>                              0 
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                    <APPREC-INCREASE-CURRENT>                            0 
                    <NET-CHANGE-FROM-OPS>                                0 
                    <EQUALIZATION>                                       0 
                    <DISTRIBUTIONS-OF-INCOME>                            0 
                    <DISTRIBUTIONS-OF-GAINS>                             0 
                    <DISTRIBUTIONS-OTHER>                                0 












                    <NUMBER-OF-SHARES-SOLD>                              0 
                    <NUMBER-OF-SHARES-REDEEMED>                          0 
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                    <OVERDISTRIB-NII-PRIOR>                              0 
                    <OVERDIST-NET-GAINS-PRIOR>                           0 
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                    <AVERAGE-NET-ASSETS>                                 0 
                    <PER-SHARE-NAV-BEGIN>                                0 
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                    <EXPENSE-RATIO>                                      0 
                    <AVG-DEBT-OUTSTANDING>                               0 
                    <AVG-DEBT-PER-SHARE>                                 0 

           
           
           
           
           
           
            
           
           
           
           
           
                              


























</TABLE>


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