IVY FUND, 485APOS, 2000-01-28

IVY FUND
485APOS, 2000-01-28

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As filed electronically with the Securities and Exchange Commission on
January 28, 2000
(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. 111 [ 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

C. William Ferris
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 Post-Effective Amendment become effective
75 days after filing, pursuant to paragraph (a)(2) of Rule 485.

<PAGE>

THIS POST-EFFECTIVE AMENDMENT NO. 111 IS BEING FILED IN ORDER TO ESTABLISH IVY
CUNDILL VALUE FUND AS A SEPARATE SERIES OF THE REGISTRANT. THE PROSPECTUSES AND
STATEMENTS OF ADDITIONAL INFORMATION THAT ARE INCLUDED IN THIS POST-EFFECTIVE
AMENDMENT NO. 111 ARE TO BE USED CONCURRENTLY WITH AND SEPARATELY FROM THE
CURRENTLY EFFECTIVE PROSPECTUSES AND STATEMENTS OF ADDITIONAL INFORMATION FOR
THE OTHER NINETEEN SERIES OF THE REGISTRANT, WHICH ARE NOT INCLUDED HEREWITH,
BUT ARE INCORPORATED BY REFERENCE TO THIS FILING.

<PAGE>

IVY FUND

CROSS REFERENCE SHEET

Post-Effective Amendment No. 111 contains the Prospectuses and
Statements of Additional Information ("SAIs") to be used with Ivy Cundill Value
Fund (the "Fund"), one of the twenty series of Ivy Fund (the "Registrant"). The
other nineteen series of the Registrant are described in separate prospectuses
and SAIs, which are not included herewith but are incorporated by reference
herein.

ITEMS REQUIRED BY FORM N-1A:

CLASS A, B, C, AND I SHARES:

PART A: (Consisting of 2 Prospectuses, one relating to the Fund's Class A, B,
C and I Shares, and the second to the Fund's Advisor Class Shares.)

ITEM 1 FRONT AND BACK COVER PAGES: Front and back cover pages
ITEM 2 RISK/RETURN SUMMARY: INVESTMENTS, RISKS AND PERFORMANCE : Summary
ITEM 3 RISK/RETURN SUMMARY: FEE TABLE: Summary
ITEM 4 INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, AND RELATED
RISKS: Summary; Additional Information About Investment Strategies
And Risks
ITEM 5 MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE: Not applicable
ITEM 6 MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE: Management
ITEM 7 SHAREHOLDER INFORMATION: Shareholder Information
ITEM 8 DISTRIBUTION ARRANGEMENTS: Shareholder Information
ITEM 9 FINANCIAL HIGHLIGHTS INFORMATION: Not applicable

PART B: (Consisting of 2 SAIs, one relating to the Fund's Class A, B, C and I
Shares, and the second to the Fund's Advisor Class Shares.)

ITEM 10 COVER PAGE AND TABLE OF CONTENTS: Cover Page; Table of Contents
ITEM 11 FUND HISTORY: General Information

ITEM 12 DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS: Investment
Objectives, Strategies and Risks; Investment Restrictions; Appendix A
ITEM 13 MANAGEMENT OF THE FUND: Investment Advisory And Other Services
ITEM 14 CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES: Trustees and
Officers
ITEM 15 INVESTMENT ADVISORY AND OTHER SERVICES: Investment Advisory And Other
Services
ITEM 16 BROKERAGE ALLOCATION AND OTHER PRACTICES: Brokerage Allocation
ITEM 17 CAPITAL STOCK AND OTHER SECURITIES: Capitalization and Voting Rights
ITEM 18 PURCHASE, REDEMPTION AND PRICING OF SHARES: Special Rights and
Privileges; Capitalization and Voting Rights; Net Asset Value

ITEM 19 TAXATION OF THE FUND: Taxation
ITEM 20 UNDERWRITERS: Distribution Services

ITEM 21 CALCULATION OF PERFORMANCE DATA: Performance Information
ITEM 22 FINANCIAL STATEMENTS: Financial Statements

<PAGE>

[Front Cover Page]

PROSPECTUS

__________ __, 2000

IVY FUND

Ivy Cundill Value Fund

Ivy Fund (the "Trust") is a registered open-end investment company currently
consisting of twenty separate portfolios. This Prospectus relates to the Class
A, Class B, Class C and Class I shares of Ivy Cundill Value Fund (the "Fund").
The Fund also offers Advisor Class shares, which are described in a separate
prospectus.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INVESTMENTS IN THE FUND ARE NOT DEPOSITS OF ANY BANK AND ARE NOT FEDERALLY
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.

[Insert all logos]

<PAGE>

TABLE OF CONTENTS

SUMMARY 3

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS............7
MANAGEMENT.............................................................10
SHAREHOLDER INFORMATION................................................11
ACCOUNT APPLICATION....................................................21
HOW TO RECEIVE MORE INFORMATION ABOUT THE FUND.........................27
SHAREHOLDER INQUIRIES..................................................27

<PAGE>

SUMMARY

INVESTMENT OBJECTIVE

The Fund seeks long-term capital growth. Any income realized will be
incidental.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests at least 65% of its assets in equity securities
throughout the world that the Fund's management team believes are trading below
their estimated "intrinsic value." This is the perceived realizable market
value, determined through the management team's analysis of the companies'
financial statements (and includes factors such as earnings, cash flows,
dividends, business prospects, management capabilities and other catalysts for
potentially increasing shareholder value). Companies targeted for investment
also tend to have favorable debt to equity levels. Up to 15% of the Fund's net
assets may be invested in illiquid securities.

To control its exposure to certain risks, the Fund might use certain
derivative investment techniques (such as foreign currency exchange transactions
and forward foreign currency contracts).

PRINCIPAL RISKS

The main risks to which the Fund is exposed in carrying out its
investment strategies are the following:

MANAGEMENT RISK: Securities selected for the Fund may not
perform as well as the securities held by other mutual
funds with investment objectives that are similar to those
of the Fund.

MARKET RISK: Equity securities typically represent a
proportionate ownership interest in a company. The market
value of equity securities can fluctuate significantly even
where "management risk" is not a factor, so you could lose
money if you redeem your Fund shares at a time when the
Fund's equity portfolio is not performing as well as
expected.

FOREIGN SECURITY AND EMERGING MARKET RISK: Investing in
foreign securities involves a number of economic, financial
and political considerations that are not associated with
the U.S. markets and that could affect the Fund's
performance unfavorably, depending upon prevailing
conditions at any given time. Among these potential risks
are:

o greater price volatility;

o comparatively weak supervision and regulation of
securities exchanges, brokers and issuers;

o higher brokerage costs;

o fluctuations in foreign-currency exchange rates
and related conversion costs;

o adverse tax consequences; and

o settlement delays.

The risks of investing in foreign securities are more acute
in countries with emerging or developing economies.

ILLIQUID SECURITY RISK: The Fund may not be able to readily
dispose of illiquid securities promptly at an acceptable
price.

DERIVATIVES RISK: The Fund may, but is not required to, use
a range of derivative investment techniques to hedge
various market risks (such as interest rates, currency
exchange rates, and broad or specific equity or
fixed-income market movements) or to enhance potential
gain. The use of these derivative investment techniques
involves a number of risks, including the possibility of
default by the counterparty to the transaction and, to the
extent the judgement of the Fund's manager as to certain
market movements is incorrect, the risk of losses that are
greater than if the derivative technique (s) had not been
used.

WHO SHOULD INVEST* The Fund may be appropriate for investors
seeking long-term growth potential, but who can accept
significant fluctuations in capital value in the
short-term.

* You should consult with your financial advisor before deciding whether
the Fund is an appropriate investment choice in light of your
particular financial needs and risk tolerance.

PERFORMANCE INFORMATION

The Fund commenced operations on _______ ___, 2000; therefore, no
performance information is available.

FEES AND EXPENSES

The following tables describe the fees and expenses that you may pay if you buy
and hold shares of the Fund:

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- -----------------------------------------------------------

Class A Class B Class C Class I

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

Maximum deferred sales charge (load) None 5.00% 1.00% None
(as a percentage of purchase
price)...........................

Maximum sales charge (load) imposed None None None None
on reinvested dividends....

Redemption fee*....................... None None None None

Exchange fee.......................... None None None None

* IF YOU CHOOSE TO RECEIVE YOUR REDEMPTION PROCEEDS VIA FEDERAL FUNDS
WIRE, A $10 WIRE FEE WILL BE CHARGED TO YOUR ACCOUNT.

<PAGE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-----------------------------------------------------------------------------

Class A Class B Class C Class I

Management fees............. 1.00% 1.00% 1.00% 1.00%

Distribution and/or 0.25% 1.00% 1.00% None
service (12b-1) fees....

Other expenses*....... 0.95% 0.95% 0.95% 0.86%

Total annual Fund 2.20% 2.95% 2.95% 1.86%
operating
expenses*........

* THE FUND'S INVESTMENT MANAGER HAS AGREED TO REIMBURSE THE FUND'S
EXPENSES FOR THE CURRENT FISCAL YEAR TO THE EXTENT NECESSARY TO
ENSURE THAT THE FUND'S ANNUAL FUND OPERATING EXPENSES, WHEN
CALCULATED AT THE FUND LEVEL, DO NOT EXCEED [___%] OF THE FUND'S
AVERAGE NET ASSETS (EXCLUDING 12B-1 FEES AND TAXES). FOR EACH OF THE
FOLLOWING NINE YEARS, THE INVESTMENT MANAGER WILL ENSURE THAT THESE
EXPENSES DO NOT EXCEED [___%] OF THE FUND'S AVERAGE NET ASSETS.

EXAMPLE

The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of
those periods (with additional information shown for Class B and Class
C shares based on the assumption that you do not redeem your shares at
that time). The example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be as follows:

(no redemption) (no redemption)
Year Class A Class B Class B Class C Class C Class I

1ST $785 $798 $298 $398 $298 $189

3RD 1,224 1,213 913 913 913 585

<PAGE>

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

PRINCIPAL STRATEGIES

The Fund seeks to achieve its principal objective of long-term capital
growth by investing primarily in the equity securities of companies
throughout the world.

The investment approach of Peter Cundill & Associates (Bermuda) Ltd.
("Cundill"), the Fund's sub-advisor, is based on a contrarian "value"
philosophy. Cundill looks for securities that are trading below their
estimated intrinsic value. To determine the intrinsic value of a
particular company, Cundill focuses primarily on the company's
financial statements. Cundill also considers factors such as earnings,
dividends, business prospects, management capabilities and potential
catalysts (such as a change in management) to realize shareholder
value. A security is purchased when the price reflects a significant
discount to Cundill's estimate of the company's intrinsic value. Given
the bottom-up or company specific approach, Cundill does not forecast
economies or corporate earnings and does not rely on market timing.

PRINCIPAL RISKS

GENERAL MARKET RISK: As with any mutual fund, the value of the Fund's
investments and the income they generate will vary daily and generally
reflect market conditions, interest rates and other issuer-specific,
political or economic developments. The Fund's share value will
decrease at any time during which its security holdings or other
investment techniques are not performing as well as anticipated, and
you could therefore lose money by investing in the Fund depending upon
the timing of your initial purchase and any subsequent redemption.

OTHER RISKS: Since the Fund invests in the equity securities of foreign
issuers, it is more susceptible to the risks associated with foreign
securities than a fund that invests primarily in the securities of U.S.
issuers and/or debt securities. Following is a description of these
risks, along with the risks commonly associated with the other
securities and investment techniques that the Fund's portfolio manager
considers important in achieving the Fund's investment objective or in
managing the Fund's exposure to risk (and that could therefore have a
significant effect on the Fund's returns). The risks of certain
investment practices that are not principal strategies of the Fund
(such as borrowing, industry concentration and illiquid security
holdings) are also described below. Other investment techniques that
the Fund may use, but that are not likely to play a key role in the
Fund's overall investment strategy, are described in the Fund's
Statement of Additional Information (see back cover page for
information on how you can receive a free copy).

O EQUITY SECURITIES: Equity securities represent a proportionate
ownership interest in a company. As a result, the value of equity
securities rises and falls with a company's success or failure.
The market value of these securities can fluctuate significantly,
with smaller companies being particularly susceptible to price
swings. Transaction costs in smaller-company stocks may also be
higher than those of larger companies.

O FOREIGN SECURITIES: Investing in foreign securities involves a
number of economic, financial and political considerations that
are not associated with the U.S. markets and that could affect the
Fund's performance favorably or unfavorably, depending upon
prevailing conditions at any given time. For example, the
securities markets of many foreign countries may be smaller, less
liquid and subject to greater price volatility than those in the
U.S. Foreign investing may also involve brokerage costs and tax
considerations that are not usually present in the U.S. markets.

Other factors that can affect the value of the Fund's foreign
investments include the comparatively weak supervision and
regulation by some foreign governments of securities exchanges,
brokers and issuers, and the fact that many foreign companies may
not be subject to uniform accounting, auditing and financial
reporting standards. It may also be difficult to obtain reliable
information about the securities and business operations of
certain foreign issuers. Settlement of portfolio transactions may
also be delayed due to local restrictions or communication
problems, which can cause the Fund to miss attractive investment
opportunities or impair its ability to dispose of securities in a
timely fashion (resulting in a loss if the value of the securities
subsequently declines).

O FOREIGN CURRENCIES: Many of the Fund's securities also are denominated
in foreign currencies and the value of the Fund's investments as
measured in U.S. dollars may be affected favorably or unfavorably by
changes in foreign currency exchange rates and exchange control
regulations. Currency conversion can also be costly.

O SPECIAL EMERGING MARKET CONCERNS: The risks of investing in foreign
securities are heightened in countries with developing economies.
Among these additional risks are the following:

o securities that are even less liquid and more volatile than those in
more developed foreign countries;

o less stable governments that are susceptible to sudden adverse actions
(such as nationalization of businesses, restrictions on foreign
ownership or prohibitions against repatriation of assets);

o increased settlement delays;

o unusually high inflation rates (which in extreme cases can cause the
value of a country's assets to erode sharply);

o unusually large currency fluctuations and currency conversion costs;
and

o high national debt levels (which may impede an issuer's payment of
principal and/or interest on external debt).

O ILLIQUID SECURITIES: The Fund may invest up to 15% of its net assets
in "illiquid securities," which are assets that may not be disposed of
in the ordinary course of business within seven days at roughly the
value at which the Fund has valued the assets. Some of these may be
"restricted securities," which cannot be sold to the public without
registration under the Securities Act of 1933 (in the absence of an
exemption) or because of other legal or contractual restrictions on
resale. Thus, while illiquid securities may offer the potential for
higher returns than more readily marketable securities, there is a
risk that the Fund will not be able to dispose of them promptly at an
acceptable price.

O DERIVATIVE INVESTMENT TECHNIQUES: The Fund may, but is not required
to, use certain derivative investment techniques to hedge various
market risks (such as interest rates, currency exchange rates and
broad or specific market movements) or to enhance potential gain.
Among the derivative techniques the Fund might use are options,
futures and forward foreign currency contracts.

Writing put and call options could cause the Fund to lose money by
forcing the sale or purchase of portfolio securities at
inopportune times or for prices higher (in the case of put
options) or lower (in the case of call options) than current
market values, by limiting the amount of appreciation the Fund can
realize on its investments, or by causing the Fund to hold a
security it might otherwise sell.

Futures transactions (and related options) involve other types of
risks. For example, the variable degree of correlation between
price movements of futures contracts and price movements in the
related portfolio position of the Fund could cause losses on the
hedging instrument that are greater than gains in the value of the
Fund's position. In addition, futures and options markets may not
be liquid in all circumstances and certain over-the-counter
options may have no markets. As a result, the Fund might not be
able to close out a transaction before expiration without
incurring substantial losses (and it is possible that the
transaction cannot even be closed). In addition, the daily
variation margin requirements for futures contracts would create a
greater ongoing potential financial risk than would purchases of
options, where the exposure is limited to the cost of the initial
premium.

Foreign currency transactions (such as forward foreign currency
contracts) can cause investment losses in a variety of ways. For
example, changes in currency exchange rates may result in poorer
overall performance for the Fund than if it had not engaged in
such transactions. There may also be an imperfect correlation
between the Fund's portfolio holdings of securities denominated in
a particular currency and the forward contracts entered into by
the Fund. An imperfect correlation of this type may prevent the
Fund from achieving the intended hedge or expose the Fund to the
risk of currency exchange loss.

O INVESTMENT CONCENTRATION: Although the Fund will not invest more than
25% of its total assets in any one industry and does not expect to
focus its investments in a single country, it may at any given time
have a significant percentage of its total assets in one or more
countries or market sectors. If this were to occur, the Fund could
experience a wider fluctuation in value than funds with more
diversified portfolios.

O BORROWING: For temporary or emergency purposes (such as meeting
shareholder redemption requests within the time periods specified
under the Investment Company Act of 1940), the Fund may borrow up to
10% of the value of its total assets from qualified banks. Borrowing
may exaggerate the effect on the Fund's share value of any increase or
decrease in the value of the securities it holds. Money borrowed will
also be subject to interest costs.

O TEMPORARY DEFENSIVE POSITIONS: The Fund may occasionally take a
temporary defensive position and invest without limit in U.S.
Government securities, investment-grade debt securities, and cash and
cash equivalents such as commercial paper, short-term notes and other
money market securities. When the Fund assumes such a defensive
position it may not achieve its investment objective. Investing in
debt securities also involves both interest rate and credit risk.
Generally, the value of debt instruments rises and falls inversely
with fluctuations in interest rates. For example, 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. The market value of debt securities also tends to vary
according to the relative financial condition of the issuer. Bonds
with longer maturities tend to be more volatile than bonds with
shorter maturities.

OTHER IMPORTANT INFORMATION:

EUROPEAN MONETARY UNION: The Fund may have investments in Europe. On
January 1, 1999, a new European currency called the "euro" was
introduced and adopted for use by eleven European countries. The
transition to daily usage of the euro will occur during the period from
January 1, 1999 through December 31, 2001, at which time euro bills and
coins will be put into circulation. Certain European Union (EU)
members, including the United Kingdom, did not officially implement the
euro on January 1, 1999 and may cause market disruptions when and if
they decide to do so. Should this occur, the Fund could experience
investment losses.

MANAGEMENT

INVESTMENT ADVISER

Ivy Management, Inc. ("IMI"), located at Via Mizner Financial Plaza,
700 South Federal Highway, Boca Raton, Florida 33432, provides advisory
and business management services to the Fund. IMI is an SEC-registered
investment adviser with over $____ billion in assets under management,
and provides similar services to the other nineteen series of the Trust
and the five series of Mackenzie Solutions. For its services, IMI
receives a fee that is equal, on an annual basis, to 1.00% of the
Fund's average net assets.

THE SUBADVISER:

Peter Cundill & Associates (Bermuda) Ltd. ("Cundill"), an
SEC-registered investment advisor located at P.O. Box SN 117,
Southhampton, Bermuda SN BX, serves as subadvisor to the Fund under an
agreement with IMI. Cundill began operations in 1984, and as of the
end of 1999 (along with its affiliates) had approximately $1 billion
in assets under management. For its services, Cundill receives a fee
from IMI that is equal, on an annual basis, to 0.60% of the Fund's
average net assets. Cundill's fee is paid by IMI out of the advisory
fee that it receives from the Fund.

PORTFOLIO MANAGEMENT:

The Fund is managed by two investment professionals that are supported
by a team of research analysts who are responsible for providing
information on regional and country-specific economic and political
developments and monitoring individual companies.

o F. Peter Cundill has over 30 years of value investing experience
and has managed Mackenzie Financial Corporation's Cundill Value
Fund since 1975. He is a Chartered Financial Analyst, a Chartered
Accountant and holds a Bachelor of Commerce degree from McGill
University, Montreal.

o Leslie A. Ferris has over 16 years of investment industry
experience in North American equity and fixed income securities.
Before joining Cundill in 1998, she was a portfolio manager for
the Trust and for the Kemper Funds. Ms. Ferris is a Chartered
Financial Analyst, a Certified Public Accountant, and holds an MBA
from the University of Chicago.

SHAREHOLDER INFORMATION

PRICING OF FUND SHARES

The Fund calculates its share price by dividing the value of the Fund's
net assets by the total number of its shares outstanding as of the
close of regular trading (usually 4:00 p.m. Eastern time) on the New
York Stock Exchange on each day the Exchange is open for trading
(normally any weekday that is not a national holiday).

Each portfolio security that is listed or traded on a recognized stock
exchange is valued at the security's last sale price on the exchange on
which it was purchased. If no sale is reported at that time, the
average between the last bid and asked prices is used. Securities and
other Fund assets for which market prices are not readily available are
priced at their "fair value" as determined by the Advisor in accordance
with procedures approved by the Fund's Board of Trustees. The Advisor
may also price a foreign security at its "fair value" if events
materially affecting the value of the security occur between the close
of the foreign exchange on which the security is principally traded and
the time as of which the Fund prices its shares. Fair-value pricing
under these circumstances is designed to protect existing shareholders
from the actions of short-term investors trading into and out of the
Fund in an attempt to profit from short-term market movements. When
such fair value pricing occurs, there may be some period of time during
which the Fund's share price and/or performance information is not
available.

The number of shares you receive when you place a purchase order, and
the payment you receive after submitting a redemption request, is based
on the Fund's net asset value next determined after your instructions
are received in proper form by Ivy Mackenzie Services Corp. ("IMSC")
(the Fund's transfer agent) or by your registered securities dealer.
Each purchase and redemption order is subject to any applicable sales
charge (see "Choosing the appropriate class of shares"). Since the Fund
normally invests in securities that are listed on foreign exchanges
that may trade on weekends or other days when the Fund does not price
its shares, the Fund's share value may change on days when shareholders
will not be able to purchase or redeem the Fund's shares.

HOW TO BUY SHARES:

Please read these sections below carefully before investing.

CHOOSING THE APPROPRIATE CLASS OF SHARES - The essential features of
the Fund's different classes of shares are described below. If you do
not specify on your Account Application which class of shares you are
purchasing, it will be assumed that you are purchasing Class A shares.
The Fund has adopted separate distribution plans pursuant to Rule 12b-1
under the 1940 Act for its Class A, B and C shares that allow the Fund
to pay distribution and other fees for the sale and distribution of its
shares and for services provided to shareholders. Because these fees
are paid out of the Fund's assets on an on-going basis, over time they
will increase the cost of your investment and may cost you more than
paying other types of sales charges.

CLASS A SHARES: Class A shares are sold at net asset value plus a
maximum sales charge of 5.75% (the "offering price"). The sales charge
may be reduced or eliminated if certain conditions are met (see
"Additional Purchase Information" below). Class A shares are subject to
a 0.25% Rule 12b-1 service fee.

CLASS B SHARES: Class B shares are offered at net asset value, without
an initial sales charge, but subject to a contingent deferred sales
charge ("CDSC") that declines from 5% to zero on certain redemptions
within six years of purchase. Class B shares are subject to a 0.75%
Rule 12b-1 distribution fee and a 0.25% Rule 12b-1 service fee, and
convert automatically into Class A shares eight years after purchase.

CLASS C SHARES: Class C shares are offered at net asset value, without
an initial sales charge, but subject to a CDSC of 1.00% for redemptions
within the first year of purchase. Class C shares are subject to a
0.75% Rule 12b-1 distribution fee and a 0.25% Rule 12b-1 service fee.

CLASS I SHARES: Class I shares are offered to certain classes of
investors at net asset value, without any sales load or Rule 12b-1
fees.

The following table displays the various investment minimums, sales
charges and expenses that apply to each class.

<TABLE>
<S> <C> <C> <C> <C>
- ---------------------- ------------------- -------------------- -------------------- -------------------
Class A Class B Class C Class I
- ---------------------- ------------------- -------------------- -------------------- -------------------
- ---------------------- ------------------- -------------------- -------------------- -------------------
Minimum initial
investment* $1,000 $1,000 $1,000 $5,000,000
- ---------------------- ------------------- -------------------- -------------------- -------------------
- ---------------------- ------------------- -------------------- -------------------- -------------------
Minimum subsequent
investment* $100 $100 $100 $10,000
- ---------------------- ------------------- -------------------- -------------------- -------------------
- ---------------------- ------------------- -------------------- -------------------- -------------------
Initial sales charge Maximum 5.75%, None None None
with options for
a reduction or
waiver

- ---------------------- ------------------- -------------------- -------------------- -------------------
- ---------------------- ------------------- -------------------- -------------------- -------------------
CDSC None, except on Maximum 5.00%, 1.00% for the None
certain NAV declines over six first year
purchases years
- ---------------------- ------------------- -------------------- -------------------- -------------------
- ---------------------- ------------------- -------------------- -------------------- -------------------
Service and 0.25% Service fee 0.75% Distribution 0.75% Distribution None
distribution fees fee and 0.25% fee and 0.25%
service fee service fee
- ---------------------- ------------------- -------------------- -------------------- -------------------
</TABLE>

* Minimum initial and subsequent investments for retirement plans are
$25.

ADDITIONAL PURCHASE INFORMATION:

O CLASS A SHARES - Class A shares are sold at a public offering
price equal to their net asset value per share plus an initial
sales charge, as set forth below (which is reduced as the amount
invested increases):
<TABLE>
<S> <C> <C> <C>
- ---------------------------------- ---------------------- ------------------ ----------------------
Sales Charge as a Sales Charge as Portion of Public
Percentage of Public a Percentage of Offering Price
Offering Price Net Amount Retained by Dealer
Amount Invested Invested

- ---------------------------------- ---------------------- ------------------ ----------------------
- ---------------------------------- ---------------------- ------------------ ----------------------
Less than $50,000 5.75% 6.10% 5.00%
- ---------------------------------- ---------------------- ------------------ ----------------------
- ---------------------------------- ---------------------- ------------------ ----------------------
$50,000 but less than $100,000 5.25% 5.54% 4.50%
- ---------------------------------- ---------------------- ------------------ ----------------------
- ---------------------------------- ---------------------- ------------------ ----------------------
$100,000 but less than $250,000 4.50% 4.71% 3.75%
- ---------------------------------- ---------------------- ------------------ ----------------------
- ---------------------------------- ---------------------- ------------------ ----------------------
$250, 000 but less than $500,000 3.00% 3.09% 2.50%
- ---------------------------------- ---------------------- ------------------ ----------------------
$500,000 or over* 0.00% 0.00% 0.00%
- ---------------------------------- ---------------------- ------------------ ----------------------
</TABLE>

* A CDSC of 0.50% may apply to Class A shares that are redeemed
within twelve months of the end of the month in which they
were purchased.

Class A shares that are acquired through reinvestment of dividends
or distributions are not subject to any sales charges.

HOW TO REDUCE YOUR INITIAL SALES CHARGE:

o "Rights of Accumulation" permits you to pay the sales charge
that applies to the cost or value (whichever is higher) of all
Ivy Fund Class A shares you own.

o A "Letter of Intent" permits you to pay the sales charge that
would apply to your cumulative purchase of Fund shares over a
13-month period (certain restrictions apply).

HOW TO ELIMINATE YOUR INITIAL SALES CHARGE:

You may purchase Class A shares at NAV (without an initial sales
charge or a CDSC) through any one of the following methods:

o through certain investment advisors and financial planners who charge
a management, consulting or other fee for their services;

o under certain qualified retirement plans;

o as an employee or director of Mackenzie Investment Management Inc. or
its affiliates;

o as an employee of a selected dealer; or

o through the Merrill Lynch Daily K Plan (the "Plan"), provided the Plan
has at least $3 million in assets or over 500 or more eligible
employees. Class B shares of the Fund are made available to Plan
participants at NAV without a CDSC if the Plan has less than $3
million in assets or fewer than 500 eligible employees. For further
information see "Group Systematic Investment Program" in the SAI.

Certain trust companies, bank trust departments, credit unions,
savings and loans and other similar organizations may also be
exempt from the initial sales charge on Class A shares.

You may also purchase Class A shares at NAV if you are investing
at least $500,000 through a dealer or agent. Ivy Mackenzie
Distributors, Inc. ("IMDI"), the Fund's distributor, may pay the
dealer or agent (out of IMDI's own resources) for its distribution
assistance according to the following schedule:

-------------------------------- -------------------------------
PURCHASE AMOUNT COMMISSION

-------------------------------- -------------------------------
-------------------------------- -------------------------------
First $3,000,000 0.50%
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Next $2,000,000 0.25%
-------------------------------- -------------------------------
-------------------------------- -------------------------------
Over $5,000,000 0.10%
-------------------------------- -------------------------------

IMDI may from time to time pay a bonus or other cash incentive to
dealers (other than IMDI) including, for example, those which employ a
registered representative who sells a minimum dollar amount of the
shares of a Fund and/or other funds distributed by IMDI during a
specified time period.

The Fund may, from time to time, waive the initial sales charge on its
Class A shares sold to clients of certain dealers meeting criteria
established by the Distributor. This privilege will apply only to Class
A shares of the Fund that are purchased using proceeds obtained by such
clients through redemption of another mutual fund's shares on which a
sales charge was paid. Purchases must be made within 60 days of
redemption from the other fund, and the Class A shares purchased are
subject to a 1.00% CDSC on shares redeemed within the first year after
purchase.

O 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
you redeem your Class C shares within one year of purchase they
will be subject to a CDSC of 1.00%, and Class B shares redeemed
within six years of purchase will be subject to a CDSC at the
following rates:

--------------------------------- -----------------
CDSC as a
Percentage of

Year Since Purchase Dollar Amount

Subject to
Charge

--------------------------------- -----------------
First 5.00%
--------------------------------- -----------------
--------------------------------- -----------------
Second 4.00%
--------------------------------- -----------------
--------------------------------- -----------------
Third 3.00%
--------------------------------- -----------------
--------------------------------- -----------------
Fourth 3.00%
--------------------------------- -----------------
--------------------------------- -----------------
Fifth 2.00%
--------------------------------- -----------------
--------------------------------- -----------------
Sixth 1.00%
--------------------------------- -----------------
--------------------------------- -----------------
Seventh and thereafter 0.00%
--------------------------------- -----------------

The CDSC for both Class B and Class C shares 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. No charge
will be assessed on increases in account value above the original
purchase price or on reinvested dividends and distributions.

Shares will be redeemed on a lot-by-lot basis in the following
order:

o Shares held more than six years;

o Shares acquired through reinvestment of dividends and distributions;

o Shares subject to the lowest CDSC percentage, on a first-in, first-out
basis

(1) with the portion of the lot attributable to capital appreciation
redeemed first, which is not subject to a CDSC; then

(2) the portion of the lot attributable to your original basis, which is
subject to a CDSC.

The CDSC for Class B shares is waived for:

o Certain post-retirement withdrawals from an IRA or other retirement
plan if you are over 59 1/2 years old.

o Redemptions by certain eligible 401(a) and 401(k) plans and certain
retirement plan rollovers.

o Redemptions resulting from a tax-free return of excess contribution to
an IRA.

o Withdrawals resulting from shareholder death or disability provided
that the redemption is requested within one year of death or
disability.

o Withdrawals through the Systematic Withdrawal Plan of up to 12% per
year of your account value at the time the plan is established.

Both Class B shares and Class C shares are subject to an ongoing
service and distribution fee at a combined annual rate of up to
1.00% of the portfolio's average net assets attributable to its
Class B or Class C shares. The ongoing distribution fees will
cause these shares to have a higher expense ratio than that of
Class A and Class I shares. IMDI uses the money that it receives
from the deferred sales charge and the distribution fees to cover
various promotional and sales-related expenses, as well as
expenses related to providing distributions services, such as
compensating selected dealers and agents for selling these shares.

Approximately eight years after the original date of purchase,
your Class B shares will be converted automatically to Class A
shares. Class A shares are subject to lower annual expenses than
Class B shares. The conversion from Class B shares to Class A
shares is not considered a taxable event for federal income tax
purposes. Class C shares do not have a similar conversion
privilege.

O CLASS I SHARES - Class I shares are offered 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 fees than Class A, Class B and
Class C shares.

SUBMITTING YOUR PURCHASE ORDER:

INITIAL INVESTMENTS:

Complete and sign the Account Application appearing at the end of this
Prospectus. Enclose a check payable to Ivy Cundill Value Fund. You
should note on the check the class of shares you wish to purchase (see
page [XX] for minimum initial investments.) Deliver your application
materials to your registered representative or selling broker, or send
them to one of the addresses below:

BY REGULAR MAIL: BY COURIER:

Ivy Mackenzie Services Corp. Ivy Mackenzie Services Corp.
P.O. Box 3022 700 South Federal Hwy., Suite 300
Boca Raton, FL 33431-0922 Boca Raton, FL 33432-6114

BUYING ADDITIONAL SHARES:

There are several ways to increase your investment in the Fund:

O BY MAIL - Send your check with a completed investment slip
(attached to your account statement) or written instructions
indicating the account registration, Fund number or name, and
account number. Mail to one of the addresses above.

O THROUGH YOUR BROKER - Deliver to your registered representative or
selling broker the investment slip attached to your statement, or
written instructions, along with your payment.

O BY WIRE - Purchases may also be made by wiring money from your
bank account to your Fund account. Your bank may charge a fee for
wiring funds. Before wiring any funds, please call IMSC at (800)
777-6472. Wiring instructions are as follows:

First Union National Bank of Florida

Jacksonville, FL

ABA #063000021

Account #2090002063833

For further credit to:
Your Account Registration

Your Fund Number and Account Number

O BY AUTOMATIC INVESTMENT METHOD - You can authorize funds to be
electronically drawn each month from your bank account and
invested as a purchase of shares into your Fund account. Complete
sections 6A and 7B of the Account Application.

HOW TO EXCHANGE SHARES:

You may exchange your Fund shares for shares of another Ivy fund,
subject to certain restrictions (see "Important exchange information").

SUBMITTING YOUR EXCHANGE ORDER:

You may submit an exchange request to IMSC as follows:

o BY MAIL: Send your written exchange request to IMSC at one of the
addresses on page [XX] of this Prospectus. Be sure that all
registered owners listed on the account sign the request.

o BY TELEPHONE: Call IMSC at 800.777.6472 to authorize an exchange
transaction. To process your exchange order by telephone, you must
have telephone exchange privileges on your account. IMSC 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 or IMSC may be liable for any losses due to
unauthorized or fraudulent telephone instructions.

IMPORTANT EXCHANGE INFORMATION:

You must exchange into the same share class you currently own.

Exchanges are considered taxable events and may result in a capital
gain or a capital loss for tax purposes.

It is the policy of the Fund to discourage the use of the exchange
privilege for the purpose of timing short-term market fluctuations. The
Fund may therefore limit the frequency of exchanges by a shareholder,
charge a redemption fee or cancel a shareholder's exchange privilege if
at any time it appears that such market-timing strategies are being
used. For example, shareholders exchanging more than five times in a
12-month period may be considered to be using market-timing strategies.

HOW TO REDEEM SHARES:

SUBMITTING YOUR REDEMPTION ORDER:

You may redeem your Fund shares through your registered securities
dealer or directly through IMSC. If you choose to redeem through your
registered securities dealer, the dealer is responsible for properly
transmitting redemption orders in a timely manner. If you choose to
redeem directly through IMSC, you have several ways to submit your
request:

O BY MAIL - Send your written redemption request to IMSC at one of
the addresses on page [XX] of this Prospectus. Be sure that all
registered owners listed on the account sign the request.
Medallion signature guarantees and supporting legal documentation
may be required. When you redeem, IMSC will normally send
redemption proceeds to you on the next business day, but may take
up to seven days (or longer in the case of shares recently
purchased by check).

O BY TELEPHONE - Call IMSC at (800) 777-6472 to redeem from your
individual, joint or custodial account. To process your redemption
order by telephone, you must have telephone redemption privileges
on your account. IMSC 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 or IMSC may
be liable for any losses due to unauthorized or fraudulent
telephone instructions. Requests by telephone can only be accepted
for amounts up to $50,000.

O BY SYSTEMATIC WITHDRAWAL PLAN ("SWP") - You can authorize to have
funds electronically drawn each month from your Fund account and
deposited directly into your bank account. Certain minimum
balances and minimum distributions apply. Complete sections 6B of
the Account Application to add this feature to your account.

RECEIVING YOUR REDEMPTION PROCEEDS - You can receive redemption
proceeds through a variety of payment methods:

O BY CHECK - Unless otherwise instructed in writing, checks will be
made payable to the current account registration and sent to the
address of record.

O BY FEDERAL FUNDS WIRE - Proceeds will be wired on the next
business day to a pre-designated bank account. Your account will
be charged $10 each time redemption proceeds are wired to your
bank, and your bank may also charge you a fee for receiving a
Federal Funds wire.

O BY ELECTRONIC FUNDS TRANSFER - For SWP redemptions only.

IMPORTANT REDEMPTION INFORMATION:

o A CDSC may apply to certain Class A share redemptions, to Class B
shares redeemed within six years of purchase, and to Class C
shares that are redeemed within one year of purchase.

o If you own shares of more than one class of the Fund, the Fund
will redeem first the shares having the highest 12b-1 fees, unless
you instruct otherwise.

o Within a class of shares, any shares subject to a CDSC will be
redeemed last unless you specifically elect otherwise.

o Shares will be redeemed in the order described under "Additional
Purchase Information - Class B and Class C shares".

o The Fund may (on 60 days' notice) redeem the accounts of
shareholders whose investment, including sales charges paid, has
been less than $1,000 for more than 12 months.

o The Fund may take up to seven days (or longer in the case of
shares recently purchased by check) to send redemption proceeds.

DIVIDENDS, DISTRIBUTIONS AND TAXES

o The Fund generally declares and pays dividends and capital gain
distributions (if any) at least once a year.

o Dividends and distributions are "reinvested" in additional Fund
shares unless you request to receive them in cash.

o Reinvested dividends and distributions are added to your account
at NAV and are not subject to a CDSC regardless of which share
class you own.

o Cash dividends and distributions can be sent to you:

O BY MAIL: a check will mailed to the address of record unless otherwise
instructed.

O BY ELECTRONIC FUNDS TRANSFER ("EFT"): your proceeds will be directly
deposited into your bank account.

To change your dividend and/or distribution options, call IMSC at
(800) 777-6472.

Dividends ordinarily will vary from one class to another. The Fund
intends to declare and pay dividends annually. The Fund will distribute
net investment income and net realized capital gains, if any, at least
once a year. The Fund may make an additional distribution of net
investment income and net realized 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").

Dividends paid out of the Fund's investment company taxable income
(including dividends, interest and net short-term capital gains) will
be taxable to you as ordinary income. If a portion of the 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, are taxable to you as long-term capital gains,
regardless of how long you have held your shares. Dividends are taxable
to you in the same manner whether received in cash or reinvested in
additional Fund shares.

If shares of the Fund are held in a tax-deferred account, such as a
retirement plan, income and gain will not be taxable each year.
Instead, the taxable portion of amounts held in a tax-deferred account
generally will be subject to tax as ordinary income only when
distributed from that account.

A distribution will be treated as paid to you 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. In certain years,
you may be able to claim a credit or deduction on your income tax
return for your share of foreign taxes paid by the Fund.

Upon the sale or other disposition of your Fund shares, you may realize
a capital gain or loss which will be long-term or short-term, generally
depending upon how long you held your shares.

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

Fund distributions may be subject to state, local and foreign taxes.

You should consult with your 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.

<PAGE>

ACCOUNT APPLICATION

Please mail applications and checks to:

Ivy Mackenzie Services Corp.

P.O. Box 3022, Boca Raton, FL 33431-0922

- -----------------------------------------------------------------------------

This application should not be used for retirement accounts for which
Ivy Fund (IBT) is custodian.

- ---------------------------------------------------------------------------

1 REGISTRATION

Name ___________
===========
Address ___________
City ___________ State ____________ Zip __________
Phone # (day) (___)_______ Phone # (evening) (___)___________
___ Individual ___ UGMA / UTMA ___ Sole proprietor
___ Joint tenant ___ Corporation ___ Trust
___ Estate ___ Partnership ___ Other ________
Date of Trust ____________ Minor's state of residence________________

(FUND USE ONLY)

- ------------

Account Number

- ------------

Dealer / Branch / Rep

- ------------

Account Type / Soc Cd

2 TAX I.D.

CITIZENSHIP: ____ U.S. ____OTHER (PLEASE SPECIFY): ________________

Social Security # ____-____-____ or Tax identification # ___-__________

Under penalties of perjury, I certify by signing in Section 8 that: (1) the
number shown in this section is my correct taxpayer identification number (TIN),
and (2) I am not subject to backup withholding because: (a) I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or (b)
the IRS has notified me that I am no longer subject to backup withholding.
(Cross out item (2) if you have been notified by the IRS that you are currently
subject to backup withholding because of underreporting interest or dividends on
your tax return.) Please see the "Dividends, distributions and taxes" section of
the Prospectus for additional information on completing this section.

3. DEALER INFORMATION

The undersigned ("Dealer") agrees to all applicable provisions in this
Application, guarantees the signature and legal capacity of the Shareholder, and
agrees to notify IMSC of any purchases made under a Letter of Intent or Rights
of Accumulation.

Dealer Name _______
Branch Office Address _______
City _______ State _______ Zip Code _______
Representative's name _______

Representative's # _______ Representative's phone # _______
Authorized signature of dealer __________________________________________

4. INVESTMENTS

A. Enclosed is my check for ($1,000 minimum) $___________ made payable to
Ivy Cundill Value Fund. Please invest it in Class A __ Class B ___
Class C ___ or Class I ___ shares.

B. I qualify for an elimination of the sales charge due to the following
privilege (applies only to Class A shares):

__ New Letter of Intent (if ROA or 90-day backdate
privilege is applicable, provide account(s)
information below.)

__ ROA with the account(s) listed below.
__ Existing Letter of Intent with account(s) listed below.

Fund name: _______________ Fund name: ________________
Account #: _______________ Account #: ________________

If establishing a Letter of Intent, you will need to purchase Class A shares
over a thirteen-month period in accordance with the provisions in the
Prospectus. The Aggregate amount of these purchases will be at least equal to
the amount indicated below (see Prospectus for minimum amount required for
reduced sales charges).

____ $50,000 ____ $100,000 ____ $250,000 ____ $500,000

C. FOR DEALER USE ONLY

Confirmed trade orders:

________ Confirm # ________Number of shares ________ Trade date

5 DISTRIBUTION OPTIONS

I WOULD LIKE TO REINVEST DIVIDENDS AND CAPITAL GAINS INTO ADDITIONAL SHARES IN
THIS ACCOUNT AT NET ASSET VALUE UNLESS A DIFFERENT OPTION IS CHECKED BELOW.

A. Pay all dividends in cash and reinvest capital gains into additional
shares in this Fund. Account number: _______

B. Pay all dividends and capital gains in cash.

I request the above cash distribution, selected in A or B above, be sent to:

_____ the address listed in the registration

_____ the special payee listed in Section 7A (by mail)

_____ the special payee listed in Section 7B (by EFT)

6 OPTIONAL SPECIAL FEATURES

A. Automatic Investment Method (AIM)

___ I wish to have my bank account listed in section 7B automatically debited
via EFT on a predetermined frequency and invested into my Ivy Cundill Value Fund
account listed below.

1. Withdraw $__________ for each time period indicated below and invest
my bank proceeds into the Fund. Share class: ___Class A ___ Class B
___ Class C Account #: __________________________________

2. Debit my bank account: _____ Annually (on the ___ day of the month of
_____). _____ Semiannually (on the __ day of the months of _____ and
______). _____ Quarterly (on the ___ day of the first / second / third
month of each calendar quarter.

(circle one)
_____ Monthly* ___ once per month on the ___ day
___ twice per month on the ___ days
___ 3 times per month on the ___ days
___ 4 times per month on the ___ days

B. Systematic Withdrawal Plans (SWP)**

___ I wish to have my Ivy Cundill Value Fund account automatically debited on a
predetermined frequency and the proceeds sent to me per my instructions below.

1. Withdraw ($50 minimum) $_____ for each time period indicated below
from the following Fund account:

Share Class ___ Class A ____ Class B ____ Class C

Account #: ______________________________________

2. Withdraw from my Ivy Cundill Value Fund account:

_____ Annually (on the ___ day of the month of _____). _____
Semiannually (on the __ day of the months of _____ and ______). _____
Quarterly (on the ___ day of the first / second / third month of each
calendar quarter.

(circle one)
_____ Monthly* ___ once per month on the ___ day
___ twice per month on the ___ days
___ 3 times per month on the ___ days
___ 4 times per month on the ___ days

3. I request the withdrawal proceeds be:

___ sent to the address listed in the registration.

___ sent to the special payee listed in section 7A or 7B.

Note: A minimum balance of $5,000 is required to establish a SWP.

C. Federal Funds Wire for Redemption Proceeds**
By checking "yes" immediately above, I authorize IMSC to honor
telephone instructions for the redemption of Fund shares up to $50,000.
Proceeds may be wire transferred to the bank account designated ($1,000
minimum). (Complete Section 7B).

D. Telephonic redemptions** ___ yes ___ no

By checking "yes" immediately above, the Fund or its agents are
authorized to honor telephone instructions from any person as more fully
described in the Prospectus for the redemption of Fund shares. The amount of the
redemption shall not exceed $50,000 and the proceeds are to be payable to the
shareholder of record and mailed to the address of record. To change this option
once established, written instructions must be received from the shareholder of
record or the current registered representative.

If neither box is checked, the telephone redemption privilege will be provided
automatically.

* There must be a period of at least seven calendar days between each investment
(AIM) / withdrawal (SWP) period.

**This option may not be used if shares are issued in certificate form.

7 SPECIAL PAYEE

A. Mailing Address: Please send all disbursements to this payee:

Name of bank or individual ___________

Account # (if applicable) _____________

Street ____________________________
City ______ State ______ Zip ______

B. Fed Wire / EFT Information

Financial Institution _________________

ABA # ___________________________

Account # _________________________

Street ____________________________

City _____ State _______ Zip ______

(please attach a voided check)

8 SIGNATURES

Investors should be aware that the failure to check the "No" under
Section 6D above means that the Telephone Redemption Privileges will be
provided. 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. Please see "How
to redeem shares" in the Prospectus for more information on this
privilege.

I certify to my legal capacity to purchase or redeem shares of the Fund
for my own account or for the account of the organization named in
Section 1. I have received a current Prospectus and understand its
terms are incorporated in this application by reference. I am
certifying my taxpayer information as stated in Section 2.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.

------------------------------
Signature of Owner, Custodian, Date
Trustee or Corporate Officer

------------------------------
Signature of Joint Owner, Date
Co-Trustee or Corporate Officer

(Remember to sign Section 8)

<PAGE>

[Back Cover Page]

HOW TO RECEIVE MORE INFORMATION ABOUT THE FUND

Additional information about the Fund and its investments is contained in the
Fund's Statement of Additional Information dated ________ __, 2000 (the "SAI"),
which is incorporated by reference into this Prospectus and is available upon
request and without charge from IMDI at the following address and phone number:

Ivy Mackenzie Distributors, Inc.

Via Mizner Financial Plaza

700 South Federal Highway, Suite 300

Boca Raton, Florida 33432

(800) 456-5111

Information about the Fund (including the SAI) may also be reviewed and copied
at the SEC's Public Reference Room in Washington, D.C. (please call
1-202-942-8090 for further details). Information about the Fund is also
available on the SEC's Internet Website (www.sec.gov), and copies of this
information may be obtained, upon payment of a copying fee, by writing the
Public Reference Section of the SEC, Washington, D.C. 20549-0102.

SHAREHOLDER INQUIRIES

Please call Ivy Mackenzie Services Corp., the Fund's transfer agent, at
1-800-777-6472 regarding any other inquiries about the Fund.

Investment Company Act File No. 811-1028

<PAGE>

[Front Cover Page]

PROSPECTUS

__________ __, 2000

IVY FUND

Ivy Cundill Value Fund

ADVISOR CLASS SHARES

Ivy Fund (the "Trust") is a registered open-end investment company currently
consisting of twenty separate portfolios. This Prospectus relates to the Advisor
Class shares of Ivy Cundill Value Fund (the "Fund"). The Fund also offers Class
A, Class B, Class C and Class I shares, which are described in a separate
prospectus.

INVESTMENTS IN THE FUND ARE NOT DEPOSITS OF ANY BANK AND ARE NOT FEDERALLY
INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENT AGENCY.

[Insert all logos]

<PAGE>

TABLE OF CONTENTS

SUMMARY................................................................1
ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS...........4
MANAGEMENT.............................................................7
SHAREHOLDER INFORMATION................................................8
ACCOUNT APPLICATION...................................................14

<PAGE>

SUMMARY

INVESTMENT OBJECTIVE

The Fund seeks long-term capital growth. Any income realized will be
incidental.

PRINCIPAL INVESTMENT STRATEGIES

To control its exposure to certain risks, the Fund might use certain
derivative investment techniques (such as foreign currency exchange transactions
and forward foreign currency contracts).

PRINCIPAL RISKS The main risks to which the Fund is exposed in
carrying out its investment strategies are the following:

MANAGEMENT RISK: Securities selected for the Fund may not perform as
well as the securities held by other mutual funds with investment objectives
that are similar to those of the Fund.

MARKET RISK: Equity securities typically represent a proportionate
ownership interest in a company. The market value of equity securities can
fluctuate significantly even where "management risk" is not a factor, so you
could lose money if you redeem your Fund shares at a time when the Fund's equity
portfolio is not performing as well as expected.

FOREIGN SECURITY AND EMERGING MARKET RISK: Investing in foreign
securities involves a number of economic, financial and political considerations
that are not associated with the U.S. markets and that could affect the Fund's
performance unfavorably, depending upon prevailing conditions at any given time.
Among these potential risks are:

o greater price volatility;

o comparatively weak supervision and regulation of securities exchanges,
brokers and issuers;

o higher brokerage costs;

o fluctuations in foreign-currency exchange rates and related conversion
costs;

o adverse tax consequences; and

o settlement delays.

The risks of investing in foreign securities are more acute in
countries with emerging or developing economies.

ILLIQUID SECURITY RISK: The Fund may not be able to readily dispose of
illiquid securities promptly at an acceptable price.

DERIVATIVES RISK: The Fund may, but is not required to, use a range of
derivative investment techniques to hedge various market risks (such as interest
rates, currency exchange rates, and broad or specific equity or fixed-income
market movements) or to enhance potential gain. The use of these derivative
investment techniques involves a number of risks, including the possibility of
default by the counterparty to the transaction and, to the extent the judgement
of the Fund's manager as to certain market movements is incorrect, the risk of
losses that are greater than if the derivative technique (s) had not been used.

WHO SHOULD INVEST* The Fund may be appropriate for investors seeking
long-term growth potential, but who can accept significant fluctuations in
capital value in the short-term.

* You should consult with your financial advisor before deciding whether
the Fund is an appropriate investment choice in light of your
particular financial needs and risk tolerance.

PERFORMANCE INFORMATION

The Fund commenced operations on _______ __, 2000; so therefore, no
performance information is available.

FEES AND EXPENSES

The following tables describe the fees and expenses that you may pay if you buy
and hold shares of the Fund:

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)
- -----------------------------------------------------------

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

Maximum deferred sales charge (load) (as a None percentage of purchase
price)...................................

Maximum sales charge (load) imposed on None reinvested dividends....

Redemption fee*....................... None

Exchange fee.......................... None

* IF YOU CHOOSE TO RECEIVE YOUR REDEMPTION PROCEEDS VIA FEDERAL FUNDS
WIRE, A $10 WIRE FEE WILL BE CHARGED TO YOUR ACCOUNT.

<PAGE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
-----------------------------------------------------------------------------

Management fees............. 1.00%

Distribution and/or None
service (12b-1) fees....

Other expenses*....... 0.95%

Total annual Fund 1.95%
operating
expenses*........

* THE FUND'S INVESTMENT MANAGER HAS AGREED TO REIMBURSE THE FUND'S
EXPENSES FOR THE CURRENT FISCAL YEAR TO THE EXTENT NECESSARY TO ENSURE
THAT THE FUND'S ANNUAL FUND OPERATING EXPENSES, WHEN CALCULATED AT THE
FUND LEVEL, DO NOT EXCEED [___%] OF THE FUND'S AVERAGE NET ASSETS
(EXCLUDING 12B-1 FEES AND TAXES). FOR EACH OF THE FOLLOWING NINE YEARS,
THE INVESTMENT MANAGER WILL ENSURE THAT THESE EXPENSES DO NOT EXCEED
[___%] OF THE FUND'S AVERAGE NET ASSETS.

EXAMPLE

The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds.
The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5%
return each year and that the Fund's operating expenses remain the
same. Although your actual costs may be higher or lower, based on these
assumptions, your costs would be as follows:

Year

1ST $198

3RD 612

<PAGE>

ADDITIONAL INFORMATION ABOUT INVESTMENT STRATEGIES AND RISKS

PRINCIPAL STRATEGIES

The Fund seeks to achieve its principal objective of long-term capital
growth by investing primarily in the equity securities of companies
throughout the world.

PRINCIPAL RISKS

O FOREIGN CURRENCIES: Many of the Fund's securities also are denominated
in foreign currencies and the value of the Fund's investments as
measured in U.S. dollars may be affected favorably or unfavorably by
changes in foreign-currency exchange rates and exchange control
regulations. Currency conversion can also be costly.

O SPECIAL EMERGING MARKET CONCERNS: The risks of investing in foreign
securities are heightened in countries with developing economies.
Among these additional risks are the following:

o securities that are even less liquid and more volatile than those in
more developed foreign countries;

o less stable governments that are susceptible to sudden adverse actions
(such as nationalization of businesses, restrictions on foreign
ownership or prohibitions against repatriation of assets);

o increased settlement delays;

o unusually high inflation rates (which in extreme cases can cause the
value of a country's assets to erode sharply);

o unusually large currency fluctuations and currency conversion costs;
and

o high national debt levels (which may impede an issuer's payment of
principal and/or interest on external debt).

Writing put and call options could cause the Fund to lose money by
forcing the sale or purchase of portfolio securities at inopportune times or for
prices higher (in the case of put options) or lower (in the case of call
options) than current market values, by limiting the amount of appreciation the
Fund can realize on its investments, or by causing the Fund to hold a security
it might otherwise sell.

Futures transactions (and related options) involve other types of
risks. For example, the variable degree of correlation between price movements
of futures contracts and price movements in the related portfolio position of
the Fund could cause losses on the hedging instrument that are greater than
gains in the value of the Fund's position. In addition, futures and options
markets may not be liquid in all circumstances and certain over-the-counter
options may have no markets. As a result, the Fund might not be able to close
out a transaction before expiration without incurring substantial losses (and it
is possible that the transaction cannot even be closed). In addition, the daily
variation margin requirements for futures contracts would create a greater
ongoing potential financial risk than would purchases of options, where the
exposure is limited to the cost of the initial premium.

Foreign currency transactions (such as forward foreign currency
contracts) can cause investment losses in a variety of ways. For example,
changes in currency exchange rates may result in poorer overall performance for
the Fund than if it had not engaged in such transactions. There may also be an
imperfect correlation between the Fund's portfolio holdings of securities
denominated in a particular currency and the forward contracts entered into by
the Fund. An imperfect correlation of this type may prevent the Fund from
achieving the intended hedge or expose the Fund to the risk of currency exchange
loss.

OTHER IMPORTANT INFORMATION:

EUROPEAN MONETARY UNION: The Fund may have investments in Europe. On
January 1, 1999, a new European currency called the "euro" was introduced and
adopted for use by eleven European countries. The transition to daily usage of
the euro will occur during the period from January 1, 1999 through December 31,
2001, at which time euro bills and coins will be put into circulation. Certain
European Union (EU) members, including the United Kingdom, did not officially
implement the euro on January 1, 1999 and may cause market disruptions when and
if they decide to do so. Should this occur, the Fund could experience investment
losses.

MANAGEMENT

INVESTMENT ADVISER

THE SUBADVISER:

PORTFOLIO MANAGEMENT:

o F. Peter Cundill has over 30 years of value-investing experience and
has managed Mackenzie Financial Corporation's Cundill Value Fund since
1975. He is a Chartered Financial Analyst, a Chartered Accountant and
holds a Bachelor of Commerce degree from McGill University, Montreal.

o Leslie A. Ferris has over 16 years of investment industry experience
in North American equity and fixed income securities. Before joining
Cundill in 1998, she was a portfolio manager for the Trust and for the
Kemper Funds. Ms. Ferris is a Chartered Financial Analyst, a Certified
Public Accountant, and holds an MBA from the University of Chicago.

SHAREHOLDER INFORMATION

PRICING OF FUND SHARES

Each portfolio security that is listed or traded on a recognized stock
exchange is valued at the security's last sale price on the exchange on
which it was purchased. If no sale is reported at that time, the
average between the last bid and asked prices is used. Securities and
other Fund assets for which market prices are not readily available are
priced at their "fair value" as determined by the Advisor in accordance
with procedures approved by the Fund's Board of Trustees. The Advisor
may also price a foreign security at its "fair value" if events
materially affecting the value of the security occur between the close
of the foreign exchange on which the security is principally traded and
the time as of which the Fund prices its shares. Fair-value pricing
under these circumstances is designed to protect existing shareholders
from the actions of short-term investors trading into and out of the
Fund in an attempt to profit from short-term market movements. When
such fair- value pricing occurs, there may be some period of time
during which the Fund's share price and/or performance information is
not available.

HOW TO BUY SHARES:

Please read these sections below carefully before investing.

Advisor Class shares are offered through this prospectus only to the
following investors: o Trustees or other fiduciaries purchasing shares for
employee benefit plans that are sponsored by

organizations that have at least 1,000 employees;
o Any account with assets of at least $10,000 if (a) a financial
planner, trust company, bank trust department or registered
investment adviser has investment direction, and where the
investor pays such person as compensation for his advice and other
services an annual fee of at least 0.50% on the assets in the
account, or (b) such account is established under a "wrap fee"
program and the account holder pays the sponsor of he program an
annual fee of at least 0.50% on the assets in the account;

o Officers and Trustees of Ivy Fund and Mackenzie Solutions (and their
relatives); o Directors or employees of Mackenzie Investment Management Inc. or
its affiliates; o Directors, officers, partners, registered representatives,
employees and retired employees (and their

relatives) of dealers having a sales agreement with IMDI (or
trustees or custodians of any qualified retirement plan or IRA
established for the benefit of any such person.)

The following investment minimums, sales charges and expenses apply.

---------------------- ---------------------
Advisor Class

---------------------- ---------------------
---------------------- ---------------------
Minimum initial
investment* $10,000
---------------------- ---------------------
---------------------- ---------------------
Minimum subsequent
investment* $250
---------------------- ---------------------
---------------------- ---------------------
Initial sales charge None

---------------------- ---------------------
---------------------- ---------------------
CDSC None
---------------------- ---------------------
---------------------- ---------------------
Service and None
distribution fees

---------------------- ---------------------

* Minimum initial and subsequent investments for retirement plans are
$25.

SUBMITTING YOUR PURCHASE ORDER:

INITIAL INVESTMENTS:

Complete and sign the Account Application appearing at the end of this
Prospectus. Enclose a check payable to Ivy Cundill Value Fund. You
should note on the check that you wish to invest in Advisor Class
shares (see page [XX] for minimum initial investments.) Deliver your
application materials to your registered representative or selling
broker, or send them to one of the addresses below:

BY REGULAR MAIL: BY COURIER:

Ivy Mackenzie Services Corp. Ivy Mackenzie Services Corp.
P.O. Box 3022 700 South Federal Hwy., Suite 300
Boca Raton, FL 33431-0922 Boca Raton, FL 33432-6114

BUYING ADDITIONAL SHARES:

There are several ways to increase your investment in the Fund:

O THROUGH YOUR BROKER - Deliver to your registered representative or
selling broker the investment slip attached to your statement, or
written instructions, along with your payment.

First Union National Bank of Florida

Jacksonville, FL

ABA #063000021

Account #2090002063833

For further credit to:
Your Account Registration

Your Fund Number and Account Number

HOW TO EXCHANGE SHARES:

You may exchange your Fund shares for shares of another Ivy fund,
subject to certain restrictions (see "Important exchange information").

SUBMITTING YOUR EXCHANGE ORDER:

You may submit an exchange request to IMSC as follows:

o BY MAIL: Send your written exchange request to IMSC at one of the
addresses on page [XX] of this Prospectus. Be sure that all
registered owners listed on the account sign the request.

IMPORTANT EXCHANGE INFORMATION:

You must exchange into the same share class you currently own.

Exchanges are considered taxable events and may result in a capital
gain or a capital loss for tax purposes.

HOW TO REDEEM SHARES:

SUBMITTING YOUR REDEMPTION ORDER:

RECEIVING YOUR REDEMPTION PROCEEDS - You can receive redemption
proceeds through a variety of payment methods:

O BY CHECK - Unless otherwise instructed in writing, checks will be
made payable to the current account registration and sent to the
address of record.

O BY ELECTRONIC FUNDS TRANSFER - For SWP redemptions only.

IMPORTANT REDEMPTION INFORMATION:

o If you own shares of more than one class of the Fund, the Fund
will redeem first the shares having the highest 12b-1 fees, unless
you instruct otherwise.

o The Fund may (on 60 days' notice) redeem the accounts of
shareholders whose investment, including sales charges paid, has
been less than $10,000 for more than 12 months.

o The Fund may take up to seven days (or longer in the case of
shares recently purchased by check) to send redemption proceeds.

DIVIDENDS, DISTRIBUTIONS AND TAXES

o The Fund generally declares and pays dividends and capital gain
distributions (if any) at least once a year.

o Dividends and distributions are "reinvested" in additional Fund
shares unless you request to receive them in cash.

o Reinvested dividends and distributions are added to your account
at NAV and are not subject to a CDSC regardless of which share
class you own.

o Cash dividends and distributions can be sent to you:

O BY MAIL: a check will mailed to the address of record unless otherwise
instructed.

O BY ELECTRONIC FUNDS TRANSFER ("EFT"): your proceeds will be directly
deposited into your bank account.

To change your dividend and/or distribution options, call IMSC at
(800) 777-6472.

Upon the sale or other disposition of your Fund shares, you may realize
a capital gain or loss, which will be long term or short term,
generally depending upon how long you held your shares.

Fund distributions may be subject to state, local and foreign taxes.

You should consult with your 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.

ACCOUNT APPLICATION

Please mail applications and checks to:

Ivy Mackenzie Services Corp.

P.O. Box 3022, Boca Raton, FL 33431-0922

- -------------------------------------------------------------------------------

This application should not be used for retirement accounts for which
Ivy Fund (IBT) is custodian.

- -------------------------------------------------------------------------------

1 REGISTRATION

(FUND USE ONLY)

- ------------

Account Number

- ------------

Dealer / Branch / Rep

- ------------

Account Type / Soc Cd

2 TAX I.D.

CITIZENSHIP: ____ U.S. ____OTHER (PLEASE SPECIFY): ________________

Social Security # ____-____-____ or Tax identification # ___-__________

3. DEALER INFORMATION

Dealer Name _______
Branch Office Address _______
City _______ State _______ Zip Code _______
Representative's name _______

Representative's # _______ Representative's phone # _______
Authorized signature of dealer __________________________________________

4. INVESTMENTS

A. ENCLOSED IS MY CHECK ($10,000 MINIMUM) FOR $
made payable to Ivy Cundill Value
---------------------------
Fund. Please invest it Advisor Class shares.

B. FOR DEALER USE ONLY

Confirmed trade orders:

________ Confirm # ________Number of shares ________ Trade date

5 DISTRIBUTION OPTIONS

I WOULD LIKE TO REINVEST DIVIDENDS AND CAPITAL GAINS INTO ADDITIONAL SHARES IN
THIS ACCOUNT AT NET ASSET VALUE UNLESS A DIFFERENT OPTION IS CHECKED BELOW.

A. __ Pay all dividends in cash and reinvest capital gains into additional
shares in this Fund.

Account number: ______________________

B. Pay all dividends and capital gains in cash.

I request the above cash distribution, selected in A or B above, be sent to:

_____ the address listed in the registration

_____ the special payee listed in Section 7A (by mail)

_____ the special payee listed in Section 7B (by EFT)

6 OPTIONAL SPECIAL FEATURES

A. Automatic Investment Method (AIM)

___ I wish to have my bank account listed in section 7B automatically debited
via EFT on a predetermined frequency and invested into my Ivy Cundill Value Fund
account listed below.

1. Withdraw $__________ for each time period indicated below and invest
my bank proceeds into the Fund.
Account #: __________________________________
2. Debit my bank account:
_____ Annually (on the ___ day of the month of _____). _____
Semiannually (on the __ day of the months of _____ and ______). _____
Quarterly (on the ___ day of the first / second / third month of each
calendar quarter.

(circle one)
_____ Monthly* ___ once per month on the ___ day
___ twice per month on the ___ days
___ 3 times per month on the ___ days
___ 4 times per month on the ___ days

B. Systematic Withdrawal Plans (SWP)**

___ I wish to have my Ivy Cundill Value Fund account automatically debited on a
predetermined frequency and the proceeds sent to me per my instructions below.

1. Withdraw ($50 minimum) $_____ for each time period indicated below from
the following Fund account:

Account #: ______________________________________

2. Withdraw from my Ivy Cundill Value Fund account:

(circle one)
_____ Monthly* ___ once per month on the ___ day
___ twice per month on the ___ days
___ 3 times per month on the ___ days
___ 4 times per month on the ___ days

3. I request the withdrawal proceeds be:

___ sent to the address listed in the registration.

___ sent to the special payee listed in section 7A or 7B.

Note: A minimum balance of $10,000 is required to establish
a SWP.

C. Federal Funds Wire for Redemption Proceeds** ___ yes ___ no

By checking "yes" immediately above, I authorize IMSC to honor
telephone instructions for the redemption of Fund shares up to $50,000.
Proceeds may be wire transferred to the bank account designated ($1,000
minimum). (Complete Section 7B).

D. Telephonic redemptions** ___ yes ___ no

If neither box is checked, the telephone redemption privilege will be provided
automatically.

* There must be a period of at least seven calendar days between each investment
(AIM) / withdrawal (SWP) period.

**This option may not be used if shares are issued in certificate form.

7 SPECIAL PAYEE

A. Mailing Address: Please send all disbursements to this payee:

Name of bank or individual ___________

Account # (if applicable) _____________

Street ____________________________

City ______ State ______ Zip ______

<PAGE>

B. Fed Wire / EFT Information

Financial Institution _________________

ABA # ___________________________

Account # _________________________

Street ____________________________

City _____ State _______ Zip ______

(please attach a voided check)

8 SIGNATURES

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY
PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO
AVOID BACKUP WITHHOLDING.

------------------------------
Signature of Owner, Custodian, Date
Trustee or Corporate Officer

------------------------------
Signature of Joint Owner, Date
Co-Trustee or Corporate Officer

(Remember to sign Section 8)

<PAGE>

[Back Cover Page]

HOW TO RECEIVE MORE INFORMATION ABOUT THE FUND

Ivy Mackenzie Distributors, Inc.

Via Mizner Financial Plaza

700 South Federal Highway, Suite 300

Boca Raton, Florida 33432

(800) 456-5111

SHAREHOLDER INQUIRIES

Please call Ivy Mackenzie Services Corp., the Fund's transfer agent,
at 1-800-777-6472 regarding any other inquiries about the Fund.

Investment Company Act File No. 811-1028

<PAGE>

IVY CUNDILL VALUE FUND

series of

IVY FUND

Via Mizner Financial Plaza, Suite 300

700 South Federal Highway

Boca Raton, Florida 33432

STATEMENT OF ADDITIONAL INFORMATION

___________ __, 2000

Ivy Fund (the "Trust") is an open-end management investment company
that currently consists of twenty fully managed portfolios, each of which
(except for Ivy South America Fund and Ivy International Strategic Bond Fund) is
diversified. This Statement of Additional Information ("SAI") relates to the
Class A, B, C, and I shares of Ivy Cundill Value Fund (the "Fund"). The other
nineteen portfolios of the Trust are described in separate prospectuses and
SAIs.

This SAI is not a prospectus and should be read in conjunction with the
prospectus for the Fund dated ________ __, 2000 (the "Prospectus"), which may be
obtained upon request and without charge from the Trust at the Distributor's
address and telephone number printed below. The Fund also offers Advisor Class
shares, which are described in a separate prospectus and SAI that may also be
obtained without charge from the Distributor.

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

Ivy Mackenzie Distributors, Inc. ("IMDI")

Via Mizner Financial Plaza, Suite 300

700 South Federal Highway

Boca Raton, Florida 33432

Telephone: (800) 456-5111

<PAGE>

TABLE OF CONTENTS

Page

GENERAL INFORMATION...........................................................1

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS...................................1
EQUITY SECURITIES....................................................2
CONVERTIBLE SECURITIES...............................................2
SMALL COMPANIES......................................................3
SMALL COMPANIES......................................................3
DEBT SECURITIES......................................................3
IN GENERAL..................................................3
INVESTMENT-GRADE DEBT SECURITIES............................4
U.S. GOVERNMENT SECURITIES..................................4
ZERO COUPON BONDS...........................................5
FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES.....5
ILLIQUID SECURITIES..................................................5
FOREIGN SECURITIES...................................................6
DEPOSITORY RECEIPTS..................................................7
EMERGING MARKETS.....................................................7
FOREIGN CURRENCIES...................................................9
FOREIGN CURRENCY EXCHANGE TRANSACTIONS...............................9
INVESTMENT CONCENTRATION............................................10
OTHER INVESTMENT COMPANIES..........................................11
REPURCHASE AGREEMENTS...............................................11
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS...................11
COMMERCIAL PAPER....................................................12
BORROWING...........................................................12
WARRANTS............................................................12
OPTIONS TRANSACTIONS................................................12
IN GENERAL.................................................12
WRITING OPTIONS ON INDIVIDUAL SECURITIES...................13
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES................14
RISKS OF OPTIONS TRANSACTIONS..............................14
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS..................15
IN GENERAL.................................................15
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS.....17
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS..........18
SECURITIES INDEX FUTURES CONTRACTS..................................19
SECURITIES INDEX FUTURES CONTRACTS.........................19
RISKS OF SECURITIES INDEX FUTURES..........................19
COMBINED TRANSACTIONS......................................20

INVESTMENT RESTRICTIONS......................................................21

PORTFOLIO TURNOVER...........................................................23

MANAGEMENT OF THE FUND.......................................................23
TRUSTEES AND OFFICERS...............................................23
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI............................30

INVESTMENT ADVISORY AND OTHER SERVICES.......................................30
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES................30
INVESTMENT MANAGER..................................................30
SUB-ADVISOR.........................................................31
TERM AND TERMINATION OF ADVISORY AGREEMENT AND SUBADVISORY
AGREEMENT.....................................................32
DISTRIBUTION SERVICES...............................................32
RULE 18F-3 PLAN............................................33
RULE 12B-1 DISTRIBUTION PLANS..............................33
CUSTODIAN...........................................................35
FUND ACCOUNTING SERVICES............................................36
TRANSFER AGENT AND DIVIDEND PAYING AGENT............................36
ADMINISTRATOR.......................................................36
AUDITORS............................................................36

BROKERAGE ALLOCATION.........................................................37

CAPITALIZATION AND VOTING RIGHTS.............................................38

SPECIAL RIGHTS AND PRIVILEGES................................................39
AUTOMATIC INVESTMENT METHOD.........................................40
EXCHANGE OF SHARES..................................................40
INITIAL SALES CHARGE SHARES................................40
CONTINGENT DEFERRED SALES CHARGE SHARES.............................41
CLASS A....................................................41
CLASS B....................................................41
CLASS C....................................................42
CLASS I....................................................42
ALL CLASSES................................................42
LETTER OF INTENT....................................................43
RETIREMENT PLANS....................................................43
INDIVIDUAL RETIREMENT ACCOUNTS.............................44
ROTH IRAs..................................................45
QUALIFIED PLANS............................................45
DEFERRED COMPENSATION FOR PUBLIC SCHOOLS AND
CHARITABLE ORGANIZATIONS ("403(B)(7) ACCOUNT.............46
SIMPLIFIED EMPLOYEE PENSION ("SEP") IRAs...................47
SIMPLE PLANS...............................................47
REINVESTMENT PRIVILEGE..............................................47
REDUCED SALES CHARGES AND RIGHTS OF ACCUMULATION....................48
SYSTEMATIC WITHDRAWAL PLAN..........................................48
GROUP SYSTEMATIC INVESTMENT PROGRAM.................................49

REDEMPTIONS..................................................................50
CONVERSION OF CLASS B SHARES........................................51

CONVERSION OF CLASS B SHARES.................................................51

NET ASSET VALUE..............................................................51

TAXATION 53

OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS.............54
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES..............55
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES..................55
DEBT SECURITIES ACQUIRED AT A DISCOUNT..............................56
DISTRIBUTIONS.......................................................57
DISPOSITION OF SHARES...............................................57
FOREIGN WITHHOLDING TAXES...........................................58
BACKUP WITHHOLDING..................................................59

PERFORMANCE INFORMATION......................................................59
AVERAGE ANNUAL TOTAL RETURN................................59
CUMULATIVE TOTAL RETURN....................................60
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION......61

FINANCIAL STATEMENTS.........................................................61

APPENDIX A...................................................................62

APPENDIX B...................................................................65

<PAGE>

GENERAL INFORMATION

The 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 Fund commenced operations on ________
__, 2000.

Descriptions in this SAI of a particular investment practice or
technique in which the Fund may engage or a financial instrument which the Fund
may purchase are meant to describe the spectrum of investments that IMI, in its
discretion, might, but is not required to, use in managing the Fund's portfolio
assets. For example, IMI may, in its discretion, employ a given practice,
technique for one or more funds but not for all funds advised by it. It is also
possible that certain types of financial instruments or investment techniques
described herein may not be available, permissible, economically feasible or
effective for their intended purposes in some or all markets, in which case the
Fund would not use them. Investors should also be aware that certain practices,
techniques, or instruments could, regardless of their relative importance in the
Fund's overall investment strategy, from time to time have a material impact on
the Fund's performance.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

The Fund has its own investment objectives and policies, which are
described in the Prospectus under the captions "Summary" and "Additional
Information About Strategies and Risks." Descriptions of the Fund's policies,
strategies and investment restrictions, as well as additional information
regarding the characteristics and risks associated with the Fund's investment
techniques, are set forth below.

The Fund seeks long-term capital growth. Any income realized will be
incidental. The Fund seeks to achieve its principal objective of long-term
capital growth by investing primarily in the equity securities of companies
throughout the world. Under normal conditions, the Fund invests at least 65% of
its assets in equity securities. Although the Fund will not invest more than 25%
of its total assets in any one industry and does not expect to focus its
investments in a single country, it may at any given time have a significant
percentage of its total assets in one or more countries or market sectors.

The investment approach of Peter Cundill & Associates (Bermuda) Ltd.,
the Fund's sub-advisor ("Cundill" or the "sub-advisor"), is based on a
contrarian "value" philosophy. The sub-advisor looks for securities that it
believes are trading below their estimated intrinsic value. To determine the
intrinsic value of a particular company, the sub-advisor focuses on the balance
sheet of the company rather than the income statement. In addition to reviewing
the assets, the sub-advisor considers the earnings, dividends, prospects and
management capabilities of the company. Essentially, the sub-advisor revalues
the assets and liabilities of the company to reflect the sub-advisor's estimate
of fair value. Securities are purchased where there is a substantial discount of
price to the estimate of the company's intrinsic value. Because the approach is
to look for undervalued securities, the sub-advisor does not forecast economies
or corporate earnings and does not rely on market timing.

The Fund may invest in warrants, and securities issued on a
"when-issued" or firm commitment basis, and may engage in foreign currency
exchange transactions and enter into forward foreign currency contracts. The
Fund may also invest up to 10% of its total assets in other investment companies
and up to 15% of its net assets in illiquid securities. The Fund may not invest
more than 5% of its total 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 Investors Service, Inc. ("Moody's") or A-1 -by Standard &
Poor's Ratings Group ("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 Moody's
or AAA or AA by S&P). 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 on 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 may 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 equivalent exposure in such contracts does
not exceed 15% of its total assets.

EQUITY SECURITIES

Equity securities can be issued by companies to raise cash; all equity
securities shares represent a proportionate ownership interest in a company. As
a result, the value of equity securities rises and falls with a company's
success or failure. The market value of equity securities can fluctuate
significantly, with smaller companies being particularly susceptible to price
swings. Transaction costs in smaller company stocks may also be higher than
those of larger companies.

CONVERTIBLE SECURITIES

The convertible securities in which the Fund may invest include
corporate bonds, notes, debentures, preferred stock and other securities that
may be converted or exchanged at a stated or determinable exchange ratio into
underlying shares of equity securities. Investments in convertible securities
can provide income through interest and dividend payments as well as an
opportunity for capital appreciation by virtue of their conversion or exchange
features. 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. The exchange ratio for any particular convertible
security may be adjusted from time to time due to stock splits, dividends,
spin-offs, other corporate distributions or scheduled changes in the exchange
ratio. 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
equity securities changes, and, therefore, also tends to follow movements in the
general market for equity securities. When the market price of the underlying
equity securities increases, the price of a convertible security tends to rise
as a reflection of the value of the underlying equity securities, although
typically not as much as the price of the underlying equity securities. While no
securities investments are without risk, investments in convertible securities
generally entail less risk than investments in equity securities of the same
issuer.

As debt securities, convertible securities are investments that provide
for a stream of income. Like all debt securities, 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.

Convertible securities generally are subordinated to other similar but
non-convertible securities of the same issuer, although convertible bonds, as
corporate debt obligations, are senior in right of payment to all equity
securities, and convertible preferred stock is senior to common stock, of the
same issuer. However, convertible bonds and convertible preferred stock
typically have lower coupon rates than similar non-convertible securities.
Convertible securities may be issued as fixed income obligations that pay
current income.

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 small or new
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. Small companies also tend to have limited
product lines, markets or financial resources. Transaction costs in smaller
company stocks also may be higher than those of larger companies.

DEBT SECURITIES

IN GENERAL Investment in debt securities involves both interest rate
and credit risk. Generally, the value of debt instruments rises and falls
inversely with fluctuations in 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.

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 principal 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). The Fund
may invest in debt securities that are given an investment-grade rating by
Moody's or S&P, and may also invest in unrated debt securities that are
considered by IMI to be of comparable quality.

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). 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 due to fluctuations in
interest rates.

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 loans
typically will be substantially less because the mortgages will be subject to
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 security. Conversely, rising interest
rates tend to decrease the rate of prepayments, thereby lengthening the actual
average life of the security (and increasing the security's price volatility).
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, mortgage-backed
securities can be less effective than typical bonds of similar maturities at
"locking in" yields during periods of declining interest rates, and may involve
significantly greater price and yield volatility than traditional debt
securities. Such securities 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, Federal Home Loan Mortgage Association,
and Student Loan Marketing Association.

ZERO COUPON BONDS. 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. If the Fund holds zero coupon bonds in its portfolio, 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, for
example, 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 it 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.

FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES. New issues of
certain debt securities are often offered on a "when-issued" basis, meaning 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 Fund uses such investment techniques in order to secure what is
considered to be an advantageous price and yield to the Fund and not for
purposes of leveraging the Fund's assets. In either instance, the Fund will
maintain in a segregated account with its Custodian cash or liquid securities
equal (on a daily marked-to-market basis) to the amount of its commitment to
purchase the underlying securities.

ILLIQUID SECURITIES

The Fund may purchase securities other than in the open market. While
such purchases may often offer attractive opportunities for investment not
otherwise available on the open market, the securities so purchased are often
"restricted securities" or "not readily marketable" (i.e., they cannot be sold
to the public without registration under the Securities Act of 1933, as amended
(the "1933 Act"), or the availability of an exemption from registration (such as
Rule 144A) or because they are subject to other legal or contractual delays in
or restrictions on resale). This investment practice, therefore, could have the
effect of increasing the level of illiquidity of the Fund. It is the Fund's
policy that illiquid securities (including repurchase agreements of more than
seven days duration, certain restricted securities, and other securities which
are not readily marketable) may not constitute, at the time of purchase, more
than 15% of the value of the Fund's net assets. The Trust's Board of Trustees
has approved guidelines for use by IMI in determining whether a security is
illiquid.

Generally speaking, restricted securities may be sold (i) only to
qualified institutional buyers; (ii) in a privately negotiated transaction to a
limited number of purchasers; (iii) in limited quantities after they have been
held for a specified period of time and other conditions are met pursuant to an
exemption from registration; or (iv) in a public offering for which a
registration statement is in effect under the 1933 Act. 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.
If adverse market conditions were to develop during the period 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, the Fund might obtain a
price less favorable than the price that prevailed when it decided to sell.
Where a registration statement is required for the resale of restricted
securities, the Fund may be required to bear all or part of the registration
expenses. The Fund may be deemed to be an "underwriter" for purposes of the 1933
Act when selling restricted securities to the public and, if so, could be liable
to purchasers of such securities if the registration statement prepared by the
issuer is materially inaccurate or misleading.

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, IMI
will monitor such restricted securities subject to the supervision of the Board
of Trustees. Among the factors IMI may consider in reaching liquidity decisions
relating to Rule 144A securities are: (1) the frequency of trades and quotes for
the security; (2) the number of dealers wishing to purchase or sell the security
and the number of other potential purchasers; (3) dealer undertakings to make a
market in the security; and (4) the nature of the security and the nature of the
market for the security (i.e., the time needed to dispose of the security, the
method of soliciting offers, and the mechanics of the transfer).

FOREIGN SECURITIES

The securities of foreign issuers in which the Fund may invest include
non-U.S. dollar-denominated debt securities, Euro dollar securities, sponsored
and unsponsored American Depository Receipts ("ADRs"), Global Depository
Receipts ("GDRs") and related depository instruments, American Depository Shares
("ADSs"), Global Depository Shares ("GDSs"), and debt securities issued, assumed
or guaranteed by foreign governments or political subdivisions or
instrumentalities thereof. Shareholders 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 Fund's domestic investments.

Although IMI intends to invest the Fund's assets only in nations that
are generally considered to have relatively stable and friendly governments,
there is the possibility of expropriation, nationalization, repatriation or
confiscatory taxation, taxation on 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 on 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 for U.S. companies. 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 governmental supervision and regulation of business and industry
practices, stock exchanges, brokers, and listed companies than in the United
States. Foreign securities transactions may also be subject to higher brokerage
costs than domestic securities transactions. The foreign securities markets of
many of the countries in which the Fund may invest may also be smaller, less
liquid and subject to greater price volatility than those in the United States.
In addition, the Fund may encounter difficulties or be unable to pursue legal
remedies and obtain judgment in foreign courts.

Foreign bond 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.
Further, the inability to dispose of portfolio securities due to settlement
problems could result either in losses to the Fund because of 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. It may
be more difficult for the 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 the Fund associated with the foregoing
considerations through investment variation and continuous professional
management.

DEPOSITORY RECEIPTS

ADRs, GDRs, ADSs, GDSs and related securities are depository
instruments, the issuance of which is typically administered by a U.S. or
foreign bank or trust company. These instruments evidence ownership of
underlying securities issued by a U.S. or foreign corporation. ADRs are publicly
traded on exchanges or over-the-counter ("OTC") in the United States.
Unsponsored programs are organized independently and without the cooperation of
the issuer of the underlying securities. As a result, information concerning the
issuer may not be as current or as readily available as in the case of sponsored
depository instruments, and their prices may be more volatile than if they were
sponsored by the issuers of the underlying securities.

EMERGING MARKETS

The Fund could have significant investments in securities traded in
emerging markets. Investors should recognize that investing in such countries
involves special considerations, in addition to those set forth above, that are
not typically associated with investing in United States securities and that may
affect the Fund's performance favorably or unfavorably.

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.

Investments in companies domiciled in developing countries may be
subject to potentially higher risks than investments in developed countries.
Such risks include (i) less social, political and economic stability; (ii) a
small market for securities and/or a 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 the 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 the Fund's
investments. Further, many emerging markets have experienced and continue to
experience high rates of inflation.

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, the 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 the Fund's net asset value.

Certain Eastern European countries that do not have well-established
trading markets 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
the 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"), with respect to the custody of
the Fund's cash and securities, the 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.

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, however, 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 U.S. markets. The Fund's share price will reflect the
movements of the different stock and bond markets in which it is invested (both
U.S. and foreign), and of the currencies in which the investments are
denominated. Thus, 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.

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

The Fund may enter into forward foreign currency contracts in order to
protect against uncertainty in the level of future foreign exchange rates in the
purchase and sale of securities. 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), and typically 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 the Fund may enter into forward contracts to reduce currency
exchange risks, changes in currency exchange rates may result in poorer overall
performance for the Fund than if it had not engaged in such transactions.
Moreover, there may be an imperfect correlation between the Fund's portfolio
holdings of securities denominated in a particular currency and forward
contracts entered into by the Fund. An imperfect correlation of this type may
prevent the Fund from achieving the intended hedge or expose the Fund to the
risk of currency exchange loss.

The Fund may purchase currency forwards and combine such purchases with
sufficient cash or short-term securities to create unleveraged substitutes for
investments in foreign markets when deemed advantageous. The Fund may also
combine the foregoing with bond futures or interest rate futures contracts to
create the economic equivalent of an unhedged foreign bond position.

The Fund may also cross-hedge currencies by entering into transactions
to purchase or sell one or more currencies that are expected to decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have portfolio exposure.

Currency transactions are subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy, purchases
and sales of currency and related instruments can be negatively affected by
government exchange controls, blockages, and manipulations or exchange
restrictions imposed by governments. These can result in losses to the Fund if
it is unable to deliver or receive currency or funds in settlement of
obligations and could also cause hedges it has entered into to be rendered
useless, resulting in full currency exposure as well as incurring transactions
costs. Buyers and sellers of currency futures are subject to the same risks that
apply to the use of futures generally. Further, settlement of a currency futures
contract for the purchase of most currencies must occur at a bank based in the
issuing nation. Trading options on currency futures is relatively new, and the
ability to establish and close out positions on such options is subject to the
maintenance of a liquid market which may not always be available. Currency
exchange rates may fluctuate based on factors extrinsic to that country's
economy.

INVESTMENT CONCENTRATION

Although the Fund will not invest more than 25% of its total assets in
any one industry and does not expect to focus its investments in a single
country, it may at any given time have a significant percentage of its total
assets in one or more countries or market sectors. If this were to occur, the
Fund could experience a wider fluctuation in value than funds with more
diversified portfolios.

OTHER INVESTMENT COMPANIES

The Fund may invest up to 10% of its total assets in the shares of
other investment companies. As a shareholder of an investment company, the Fund
would bear its ratable shares of the fund's expenses (which often include an
asset-based management fee). The Fund could also lose money by investing in
other investment companies, since the value of their respective investments and
the income they generate will vary daily based on prevailing market conditions.

REPURCHASE AGREEMENTS

Repurchase agreements are contracts under which the 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 Board, the 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 IMI has approved for
use as collateral for repurchase agreements and the collateral must be
marked-to-market daily. The Fund will enter into repurchase agreements only with
banks and broker-dealers deemed to be creditworthy by IMI under the
above-referenced guidelines. In the unlikely event of failure of the executing
bank or broker-dealer, the 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.

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 at maturity). In
addition to investing in certificates of deposit and bankers' acceptances, the
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. The Fund's investments in certificates of deposit, time
deposits, and bankers' acceptance 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 is fully
insured by the Federal Deposit Insurance Corporation (the "FDIC"), (iii) savings
and loan association 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 Fund. The Fund's investments in certificates of deposit of
savings associations are limited to obligations of Federal and state-chartered
institutions whose total assets exceed $1 billion and whose deposits are insured
by the FDIC.

COMMERCIAL PAPER

Commercial paper represents short-term unsecured promissory notes
issued in bearer form by bank holding companies, corporations and finance
companies. The Fund may invest in commercial paper that is rated Prime-1 by
Moody's or A-1 by S&P or, if not rated by Moody's or S&P, is issued by companies
having an outstanding debt issue rated Aaa or Aa by Moody's or AAA or AA by S&P.

BORROWING

Borrowing may exaggerate the effect on the 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 the 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.

WARRANTS

The holder of a warrant has the right, until the warrant expires, to
purchase a given number of shares of a particular issuer at a specified price.
Such investments can provide a greater potential for profit or loss than an
equivalent investment in the underlying security. However, prices of warrants do
not necessarily move in a tandem with the prices of the underlying securities,
and are, therefore, considered speculative investments. Warrants pay no
dividends and confer no rights other than a purchase option. Thus, if a warrant
held by the Fund was not exercised by the date of its expiration, the Fund would
lose the entire purchase price of the warrant.

OPTIONS TRANSACTIONS

IN GENERAL. 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 a U.S. exchange-traded 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
canceled 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. Closing purchase transactions are not available for OTC
transactions. In order to terminate an obligations in an OTC transaction, the
Fund would need to negotiate directly with the counterparty.

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 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 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."

The 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 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 gain or loss, depending upon the 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 the Fund and its counterparty (usually a securities dealer or a
financial institution) with no clearing organization guarantee. When the 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, the 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. The 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. The 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 the Fund, it 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 "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 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. The Fund
may purchase call options on individual securities only to effect a "closing
purchase transaction."

As the writer of a call option, the 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 the 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. The 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.
The 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 the Fund must pay. These costs will reduce any profit the
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 the Fund for leverage purposes.

The 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, the 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. The 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. The Fund may write (sell) put options on individual securities only to
effect a "closing sale transaction."

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 a U.S. 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 the 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, the 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 the Fund
seeks to close out an option position. 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. 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. Transfer of an
OTC option is usually prohibited absent the consent of the original
counterparty. There is no assurance that the Fund will be able to close out an
OTC option position at a favorable price prior to its expiration. An OTC
counterparty may fail to deliver or to pay, as the case may be. In the event of
insolvency of the counterparty, the Fund might be unable to close out an OTC
option position at any time prior to its expiration. 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.

When conducted outside the U.S., options transactions may not be
regulated as rigorously as in the U.S., 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, currencies and other
instruments. The value of such positions also could be adversely affected by:
(i) other complex foreign political, legal and economic factors, (ii) lesser
availability than in the U.S. of data on which to make trading decisions, (iii)
delays in the Fund's ability to act upon economic events occurring in foreign
markets during non-business hours in the U.S., (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
U.S., and (v) lower trading volume and liquidity.

The Fund's options activities also may have an impact upon the level
of its portfolio turnover and brokerage commissions. See "Portfolio Turnover."

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 and securities markets, and to select the proper
type, timing of use and duration of options.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

IN GENERAL. The Fund may enter into futures contracts and options on
futures contracts for hedging purposes. A futures contract provides for the
future sale by one party and purchase by another party of a specified quantity
of a commodity at a specified price and time. When a purchase or sale of a
futures contract is made by the Fund, it is required to deposit with its
custodian (or broker, if legally permitted) a specified amount of cash or liquid
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 or liquid 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
held by the Fund, or, if lower, may cover the difference with cash or short-term
securities.

When selling a futures contract, the Fund will maintain with its
Custodian in a segregated account (and mark-to-market on a daily basis) cash or
liquid securities 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 in a segregated account (and mark-to-market on a
daily basis) cash or liquid 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, or covering the difference if the
price is higher.

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 or liquid
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, or, if lower, the Fund may hold securities to
cover the difference.

FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS. The 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.

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 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. 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. 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 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 the 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 the
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

The Fund may enter into securities index futures contracts as an
efficient means of regulating the Fund's exposure to the equity markets. The
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 the 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, the Fund will gain $2,000 (500 units x
gain of $4). If the 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. The 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.

The 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, the 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 the Fund's portfolio diverges from the composition of the hedging
instrument.

Although the 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,
the 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, 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.

The 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. The
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, the Fund will maintain with
its Custodian (and mark-to-market on a daily basis) cash or liquid 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 held by the Fund.

When selling an index futures contract, the Fund will maintain with its
Custodian (and mark-to-market on a daily basis) cash or liquid securities 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 cash or liquid
assets in a segregated account with the Fund's custodian).

COMBINED TRANSACTIONS. The Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions and
multiple currency transactions (including forward currency contracts) and some
combination of futures, options, and currency 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 the 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.

INVESTMENT RESTRICTIONS

The Fund's investment objectives as set forth in the "Summary" section
of the Prospectus, together with the investment restrictions set forth below,
are fundamental policies of the Fund and may not be changed without the approval
of a majority of the outstanding voting shares of the Fund. The Fund has adopted
the following fundamental investment restrictions:

(i) The Fund has elected to be classified as a diversified series of an open-
end investment company.

(ii) The Fund will not borrow money, except as permitted under the Investment
Company Act of 1940, as amended, and as interpreted or modified by
regulatory authority having jurisdiction, from time to time.

(iii) The Fund will not issue senior securities, except as permitted under the
Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time.

(iv) The Fund will not engage in the business of underwriting securities
issued by others, except to the extent that the Fund may be deemed to be
an underwriter in connection with the disposition of portfolio
securities.

(v) The Fund will not purchase or sell real estate (which term does not
include securities of companies that deal in real estate or mortgages or
investments secured by real estate or interests therein), except that the
Fund may hold and sell real estate acquired as a result of the Fund's
ownership of securities.

(vi) The Fund will not purchase physical commodities or contracts relating to
physical commodities, although the Fund may invest in commodities futures
contracts and options thereon to the extent permitted by its Prospectus
and this SAI.

(vii) The Fund will not make loans to other persons, except (a) loans of
portfolio securities, and (b) to the extent that entry into repurchase
agreements and the purchase of debt instruments or interests in
indebtedness in accordance with the Fund's investment objective and
policies may be deemed to be loans.

(viii) The Fund will not concentrate its investments in a particular industry,
as the term "concentrate" is interpreted in connection with the
Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to time.

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 or mineral leases (other than
securities of companies that invest in or sponsor such programs);

(iii) invest in oil, gas and/or mineral exploration or development programs;

(iv) purchase securities on margin, except such short-term credits as are
necessary for the clearance of transactions, but the Fund may make
margin deposits in connection with transactions in options, futures
and options on futures;

(v) make investments in securities for the purpose of exercising control
over or management of the issuer;

(vi) 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 for the
sale or purchase of portfolio securities shall not be considered
participation in a joint securities trading account;

(vii) 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;

(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) 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 1940 Act.

Whenever an investment objective, policy or restriction of the 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, 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.

PORTFOLIO TURNOVER

The Fund purchases securities that are believed by IMI to have above
average potential for capital appreciation. Securities are disposed of in
situations where it is believed that potential for such appreciation has
lessened or that other securities 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. A change in securities held by the 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.
The 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 the Fund's
portfolio turnover rate, all securities whose maturities at the time of
acquisition were one year or less are excluded.

MANAGEMENT OF THE FUND

The business and affairs of the Fund are managed under the direction of
the Trustees. Information about the Fund's investment manager and other service
providers appears in the "Investment Advisory and Other Services" section,
below.

TRUSTEES AND OFFICERS

The Board of Trustees of the Trust is responsible for the overall
management of the Fund, including general supervision and review of the Fund's
investment activities. The Board, in turn, elects the officers who are
responsible for administering the Fund's day-to-day operations.

The Trustees and Executive Officers of the Trust, their business
addresses and principal occupations during the past five years are:

POSITION WITH BUSINESS AFFILIATIONS
NAME, ADDRESS, AGE THE TRUST AND PRINCIPAL OCCUPATIONS

John S. Anderegg, Jr. Trustee Chairman, Dynamics Research
60 Concord Street Corp. (instruments and controls);
Wilmington, MA 01887 Director, Burr-Brown Corp.
Age: 75 (operational amplifiers);
Director, Metritage Incorporated
(level measuring instruments);
Trustee of Mackenzie Series Trust
(1992-1998).

James W. Broadfoot President President, Ivy Management, Inc.
700 South Federal Hwy. and (1996-present); Senior Vice
Suite 300 Trustee President, Ivy Management, Inc.
Boca Raton, FL 33432 (1992-1996); Director and Senior
Age: 56 Vice President, Mackenzie
[*Deemed to be an Investment Management Inc. (1995-
"interested person" present); Senior Vice President,
of the Trust, as Mackenzie Investment Management
defined under the Inc. (1990-1995).
1940 Act.]

Paul H. Broyhill Trustee Chairman, BMC Fund, Inc.
800 Hickory Blvd. (1983-present); Chairman,
Golfview Park-Box 500 Broyhill Family Foundation,
Lenoir, NC 28645 Inc. (1983-Present);
Age: 75 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
(1988-1998); Director of The
Mackenzie Funds Inc. (1988-1995).

Keith J. Carlson Chairman Senior Vice President of Mackenzie
700 South Federal Hwy. and Investment Management, Inc. (1996-
Suite 300 Trustee -present); Senior Vice President
Boca Raton, FL 33432 and Director of Mackenzie
Age: 42 Investment Management, Inc. (1994-
[*Deemed to be an 1996); Senior Vice President and
"interested person" Treasurer of Mackenzie Investment
of the Trust, as defined Management, Inc. (1989-1994);
under the Senior Vice President and Director
1940 Act.] 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); Senior Vice
President and Director, Ivy
Mackenzie Services Corp. (1996-
present); President and Director
of Ivy Mackenzie Services Corp.
(1993-1996); Trustee and President
of Mackenzie Series Trust (1996-
1998); Vice President of Mackenzie
Series Trust (1994-1998);
Treasurer of Mackenzie Series
Trust (1985-1994); President,
Chief Executive Officer and
Director of Ivy Mackenzie
Distributors, Inc. (1994-present);
Executive Vice President and
Director of Ivy Mackenzie
Distributors, Inc. (1993-1994);
Trustee of Mackenzie Series Trust
(1996-1998).

Stanley Channick Trustee President and Chief Executive
11 Bala Avenue Officer, The Whitestone
Bala Cynwyd, PA 19004 Corporation (insurance agency);
Age: 75 Chairman, Scott Management
Company (administrative services
for insurance companies);
President, The Channick Group
(consultants to insurance
companies and national trade
associations); Trustee of
Mackenzie Series Trust (1994-
1998); Director of The Mackenzie
Funds Inc. (1994-1995).

Roy J. Glauber Trustee Mallinckrodt Professor of
Lyman Laboratory Physics, Harvard
of Physics University (1974-present);
Harvard University Trustee of Mackenzie Series
Cambridge, MA 02138 Trust (1994-1997).
Age: 73

Dianne Lister Trustee President and Chief Executive
556 University Avenue Officer, The Hospital for Sick
Toronto, Ontario L4J 2T4 Children Foundation (1993-
Operating Officer, The -present); Chief Children
Hospital for Sick Foundation (1992-1993);
Executive Vice President, The
Hospital for Sick Children
Foundation (1991-1992).

Joseph G. Rosenthal Trustee Chartered Accountant
110 Jardin Drive (1958-present); Trustee of
Unit #12 Mackenzie Series Trust
Concord, Ontario Canada (1985-1998); Director of
L4K 2T7 The Mackenzie Funds Inc.
Age: 64 (1987-1995).

Richard N. Silverman Trustee Director, Newton-Wellesley
18 Bonnybrook Road Hospital; Director, Beth
Waban, MA 02168 Israel Hospital; Director,
Age: 75 Boston Ballet; Director, Boston
Children's Museum; Director,
Brimmer and May School.

J. Brendan Swan Trustee President, Airspray
4701 North Federal Hwy. International, Inc.;
Suite 465 Joint Managing Director,
Pompano Beach, FL 33064 Airspray International B.V.
Age: 69 (an environmentally sensitive
packaging company); Director of
Polyglass LTD.; Director, The
Mackenzie Funds Inc. (1992-1995);
Trustee of Mackenzie Series Trust
(1992-1998).

Edward M. Tighe Trustee Chief Executive Officer, CITCO
5900 N. Andrews Avenue Technology Management, Inc.
Suite 700 ("CITCO") (computer software develop-
Ft. Lauderdale, FL 33309 ment and consulting) (1999-present);
President and Director, Global
Technology Management, Inc. (CITCO's
predecessor) (1992-1998); Managing Director,
Global Mutual Fund Services, Ltd. (financial
services firm);
President, Director and Chief
Executive Officer, Global Mutual Fund
Services, Inc. (1994-present).

C. William Ferris Secretary/ Senior Vice President,
700 South Federal Hwy. Treasurer Chief Financial Officer
Suite 300 and Secretary/Treasurer
Boca Raton, FL 33432 of Mackenzie Investment
Age: 54 Management Inc. (1995-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); Vice
President, Finance/Administration and
Compliance Officer of Ivy Management
Inc. (1992-1994); Senior Vice
President, Secretary/Treasurer and
Director of Ivy Mackenzie
Distributors, Inc. (1994-present);
Secretary/Treasurer and Director of
Ivy Mackenzie Distributors, Inc.
(1993-1994); President and Director of
Ivy Mackenzie Services Corp.
(1996-present); Secretary/Treasurer
and Director of Ivy Mackenzie
Services Corp. (1993-1996);
Secretary/Treasurer of The Mackenzie
Funds Inc. (1993-1995); Secretary/
Treasurer of Mackenzie Series Trust
(1994-1998).
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
COMPENSATION TABLE
IVY FUND
(FISCAL YEAR ENDED DECEMBER 31, 1999)

PENSION OR RETIREMENT TOTAL COMPENSATION
BENEFITS ACCRUED AS FROM TRUST AND FUND
PART OF FUND ESTIMATED ANNUAL COMPLEX PAID TO
AGGREGATE COMPENSATION EXPENSES BENEFITS UPON TRUSTEES**
NAME, FROM TRUST* RETIREMENT
POSITION
<S> <C> <C> <C> <C>

John S. --- N/A N/A ---
Anderegg, Jr.
(Trustee)

James W. --- N/A N/A ---
Broadfoot
(Trustee and

President)

Paul H. --- N/A N/A ---
Broyhill
(Trustee)

Keith J. --- N/A N/A ---
Carlson
(Trustee and

Chairman)

Stanley --- N/A N/A ---
Channick
(Trustee)

Frank W. --- N/A N/A ---
DeFriece, Jr.
(Trustee)

Roy J. --- N/A N/A ---
Glauber
(Trustee)

Dianne --- N/A N/A ---
Lister
(Trustee)

Joseph G. --- N/A N/A ---
Rosenthal
(Trustee)

Richard N. --- N/A N/A ---
Silverman
(Trustee)

J. Brendan --- N/A N/A ---
Swan
(Trustee)

C. William --- N/A N/A ---
Ferris
(Secretary/
Treasurer)
</TABLE>

* Estimated for the Fund's initial fiscal year ending December 31, 2000.

** Estimated for the Fund's initial fiscal year ending December 31, 2000. The
Fund complex consists of Ivy Fund and Mackenzie Solutions.

As of the date of this SAI, the Officers and Trustees of the Trust as a
group owned no Fund shares.

<PAGE>

PERSONAL INVESTMENTS BY EMPLOYEES OF IMI. Employees of IMI are
permitted to engage in personal securities transactions, subject to the
requirements and restrictions set forth in IMI's Code of Ethics and Business
Conduct Policy (the "Code of Ethics"). The Code of Ethics is 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 IMI believes complies with Rule
17j-1 under the 1940 Act, prohibits certain types of transactions absent prior
approval, applies to portfolio managers, traders, research analysts and others
involved in the investment advisory process, and imposes time periods during
which personal transactions in certain securities may not be made, and requires
the submission of duplicate broker confirmations and quarterly and annual
reporting of securities transactions. Exceptions to these and other provisions
of the Code of Ethics may be granted in particular circumstances after review by
appropriate officers or compliance personnel.

INVESTMENT ADVISORY AND OTHER SERVICES

BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES

INVESTMENT MANAGER

Ivy Management, Inc. ("IMI"), Via Mizner Financial Plaza, 700 South
Federal Highway, Boca Raton, Florida 33432, provides investment advisory and
business management services to the Fund pursuant to a Business Management and
Investment Advisory Agreement (the "Advisory Agreement"). The Advisory Agreement
was approved by the sole shareholder of the Fund on _________, 2000. Before
that, the Advisory Agreement was approved at a meeting held on February 3-4,
2000 by the Fund's Board of Trustees, including a majority of the Trustees who
are neither "interested persons" (as defined in the 1940 Act) of the Fund nor
have any direct or indirect financial interest in the operation of the Fund's
distribution plan (see "Distribution Services") or in any related agreement
(referred to herein as the "Independent Trustees").

IMI is a wholly owned subsidiary of Mackenzie Investment Management
Inc. ("MIMI"), Via Mizner Financial Plaza, 700 South Federal Highway, Boca
Raton, Florida 33432, a Delaware corporation with approximately 10% of its
outstanding common stock listed on the Toronto Stock Exchange ("TSE"). 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. IMI currently acts as manager and investment
adviser to the other series of Ivy Fund and the five series of Mackenzie
Solutions.

The Advisory 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 Prospectus, the 1940 Act
and the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), relating to regulated investment companies, and subject to policy
decisions adopted by the Trustees. IMI has delegated to Cundill the primary
responsibility for determining which securities the Fund should purchase and
sell (see "Sub-Advisor," below.) Under the Advisory Agreement, IMI is also
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 Fund with necessary office
space, telephones and other communications facilities as needed; (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
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 Fund 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 Fund to
serve in such capacities; and (7) take such other action with respect to the
Fund, upon the approval of its trustees, as may be required by applicable law,
including without limitation the rules and regulations of the Securities and
Exchange Commission (the "SEC") and of state securities commissions and other
regulatory agencies.

The Fund pays IMI a fee for its services under the Advisory Agreement
at an annual rate of 1.00% of the Fund's average net assets. The Fund is also
responsible for the following expenses: (1) the fees and expenses of the Fund's
Independent Trustees; (2) the salaries and expenses of any of the Fund'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 Fund'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 Fund'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.

SUB-ADVISOR

Cundill, an SEC-registered investment advisor located at P.O. Box SN
117, Southhampton, Bermuda SN BX, serves as sub- advisor to the Fund under a
subadvisory agreement with IMI (the "Subadvisory Agreement"). Cundill began
operations in 1984, and as of the end of 1999 (along with its affiliates) had
approximately $1 billion in assets under management. The Subadvisory Agreement
was approved by the sole shareholder of the Fund on __________, 2000. Before
that, the Subadvisory Agreement was approved at a meeting held on February 3-4,
2000 by the Fund's Board of Trustees, including a majority of the Independent
Trustees. For its services, Cundill receives a fee from the Advisor that is
equal, on an annual basis, to .60% of the Fund's average net assets. The
subadviser's fee will be paid by IMI out of the advisory fees that it receives
from the Fund.

TERM AND TERMINATION OF ADVISORY AGREEMENT AND SUBADVISORY AGREEMENT

The initial term of the Advisory Agreement is two years from ________,
2000. The initial term of the Subadvisory Agreement is two years from _________,
2000. Each Agreement will continue in effect with respect to the Fund from year
to year, or for more than the initial period, as the case may be, only so long
as such 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. If the question
of continuance of either Agreement (or adoption of any new agreement) is
presented to shareholders, continuance (or adoption) shall occur only if
approved by the affirmative vote of a majority of the outstanding voting
securities of the Fund. (See "Capitalization and Voting Rights.")

Each Agreement may be terminated with respect to the 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 the Fund, on 60 days'
written notice to IMI, or by IMI on 60 days' written notice to the Trust. The
Advisory Agreement shall terminate automatically in the event of its assignment.

DISTRIBUTION SERVICES

Ivy Mackenzie Distributors, Inc. ("IMDI"), a wholly owned subsidiary of
MIMI, serves as the exclusive distributor of the Fund's shares pursuant to a
Distribution Agreement with the Fund dated ________, 2000 (the "Distribution
Agreement"). The Board approved the Distribution Agreement on __________, 2000.
IMDI 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 IMDI. IMDI distributes shares of the Fund continuously,
but reserves the right to suspend or discontinue distribution on that basis.
IMDI is not obligated to sell any specific amount of Fund shares.

The Fund has authorized IMDI to accept purchase and redemption orders
on its behalf. IMDI is also authorized to designate other intermediaries to
accept purchase and redemption orders on the Fund's behalf. The Fund will be
deemed to have received a purchase or redemption order when an authorized
intermediary or, if applicable, an intermediary's authorized designee, accepts
the order. Client orders will be priced at the Fund's Net Asset Value next
computed after an authorized intermediary or the intermediary's authorized
designee accepts them.

Pursuant to the Distribution Agreement, IMDI 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 that
commission, IMDI may reallow to dealers such concession as IMDI may determine
from time to time. In addition, IMDI 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.

Under 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.

As of the date of this SAI, IMDI had not received any payments under
the Distribution Agreement with respect to the Fund.

The Distribution Agreement will continue in effect for the Fund 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 the Fund. The Distribution Agreement may be terminated with
respect to the Fund at any time, without payment of any penalty, by IMDI 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 IMDI. 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 to issue
multiple classes of shares in accordance with a written plan approved by the
investment company's board of directors and filed with the SEC. At a meeting
held on _________, 2000, the Trustees adopted a 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 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 the
Fund, in accordance with Rule 12b-1 under the 1940 Act, separate Rule 12b-1
distribution plans pertaining to the Fund's Class A, Class B and Class C shares
(each, a "Plan"). In adopting each Plan, a majority of the Independent Trustees
have concluded in accordance with the requirements of Rule 12b-1 that there is a
reasonable likelihood that each Plan will benefit the Fund and its shareholders.
The Trustees of the Trust believe that the Plans should result in greater sales
and/or fewer redemptions of the Fund's shares, although it is impossible to know
for certain the level of sales and redemptions of the Fund's shares in the
absence of a Plan or under an alternative distribution arrangement.

Under each Plan, the Fund pays to IMDI 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, respectively. The
services for which service fees may be paid include, among other things,
advising clients or customers regarding the purchase, sale or retention of Fund
shares, 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 the Fund's Class A, Class B or Class C shares must be in
reimbursement for services rendered for or on behalf of the affected class. The
expenses not reimbursed in any one month may be reimbursed in a subsequent
month. The Class A Plan does not provide for the payment of interest or carrying
charges as distribution expenses.

Under the Fund's Class B and Class C Plans, the Fund also pays IMDI 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. IMDI
may reallow to dealers all or a portion of the service and distribution fees as
IMDI may determine from time to time. The distribution fees compensate IMDI for
expenses incurred in connection with activities primarily intended to result in
the sale of the Fund's 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. Pursuant to the Class B and Class C Plan, IMDI 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) IMDI 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 the 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 Fund shall be committed to the discretion of Trust who are not
"interested persons" of the Fund.

IMDI may make payments for distribution assistance and for
administrative and accounting services from resources that may include the
management fees paid by the Fund. IMDI 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 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
IMDI.

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. As of the date of this SAI, no payments had been made
under the Plans with respect to the Fund.

The Class B Plan and underwriting agreement permit IMDI to sell its
right to receive distribution fees under the Class B Plan and CDSCs to third
parties. IMDI enters into such transactions to finance the payment of
commissions to brokers at the time of sale and other distribution-related
expenses. The Trust has agreed that the distribution fee will not be terminated
or modified (including a modification by change in the rules relating to the
conversion of Class B shares into shares of another class) for any reason
(including a termination of the underwriting agreement) except:

(i) to the extent required by a change in the 1940 Act, the rules
or regulations under the 1940 Act, or the Conduct Rules of the
NASD, in each case enacted, issued, or promulgated after March
16, 1999;

(ii) on a basis which does not alter the amount of the distribution
payments to IMDI computed with reference to Class B shares the
date of original issuance of which occurred on or before
December 31, 1998;

(iii) in connection with a Complete Termination (as defined in the
Class B Plan); or

(iv) on a basis determined by the Board of Trustees acting in good
faith, so long as (a) neither the Trust nor any successor trust or fund or any
trust or fund acquiring a substantial portion of the assets of the Trust
(collectively, the "Affected Funds") nor the sponsors of the Affected Funds pay,
directly or indirectly, as a fee, a trailer fee, or by way of reimbursement, any
fee, however denominated, to any person for personal services, account
maintenance services or other shareholder services rendered to the holder of
Class B shares of the Affected Funds from and after the effective date of such
modification or termination, and (b) the termination or modification of the
distribution fee applies with equal effect to all outstanding Class B shares
from time to time of all Affected Funds regardless of the date of issuance
thereof.

In the underwriting agreement, the Trust has also agreed that it will
not take any action to waive or change any CDSC in respect of any Class B share
the date of original issuance of which occurred on or before December 31, 1998,
except as provided in the Trust's prospectus or statement of additional
information, without the consent of IMDI and its transferees.

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 at any
time with respect to the class of shares of the Fund to which the Plan relates,
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 any Plan is terminated (or not
renewed) with respect to any of the Ivy funds (or class of shares thereof), each
may continue in effect with respect to any other fund (or Class of shares
thereof) as to which they have not been terminated (or have been renewed).

CUSTODIAN

Pursuant to a Custodian Agreement with the Trust, Brown Brothers
Harriman & Co. (the "Custodian"), a private bank and member of the principal
securities exchanges, located at 40 Water Street, Boston, Massachusetts 02109
(the "Custodian"), maintains custody of the Fund's assets. 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, the Custodian has entered into subcustodial agreements for the
holding of the Fund's foreign securities. With respect to the Fund, the
Custodian may receive, as partial payment for its services to the Fund, 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. As of the date of this SAI, no payments have been
made under the agreement.

TRANSFER AGENT AND DIVIDEND PAYING AGENT

Pursuant to a Transfer Agency and Shareholder Service Agreement, Ivy
Mackenzie Services Corp. ("IMSC"), a wholly owned subsidiary of MIMI, is the
transfer agent for the Fund. Under the Agreement, the Fund pays a monthly fee at
an annual rate of $20.00 for each open Class A, Class B, Class C and Advisor
Class account. The Fund pays $10.25 per open Class I account. In addition, the
Fund pays a monthly fee at an annual rate of $4.58 per account that is closed
plus certain out-of-pocket expenses. As of the date of this SAI, the Fund had
made no payments for transfer agency services. 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 IMSC if the individual accounts that comprise the omnibus account
were opened by their beneficial owners directly. IMSC pays such broker-dealers a
per account fee for each open account within the omnibus account, or a fixed
rate (e.g., .10%) fee, based on the average daily net asset value of the omnibus
account (or a combination thereof). As of the date of this SAI, no payments have
been made with respect to the provision of these services for the Fund.

ADMINISTRATOR

Pursuant to an Administrative Services Agreement, MIMI provides certain
administrative services to the Fund. As compensation for these services, the
Fund (except with respect to its Class I shares) pays MIMI a monthly fee at the
annual rate of 0.10% of the Fund's average daily net assets. The Fund pays MIMI
a monthly fee at the annual rate of 0.01% of its average daily net assets for
Class I shares.

Outside of providing administrative services to the Fund, as described
above, MIMI may also act on behalf of IMDI in paying commissions to
broker-dealers with respect to sales of Class B and Class C shares of the Fund.
As of the date of this SAI, no payments have been made with respect to the
provision of these services for the Fund.

AUDITORS

[___________], independent certified public accountants, have been
selected as auditors for the Fund. The audit services performed by [___________]
include audits of the annual financial statements of the Fund. Other services
provided principally relate to filings with the SEC and the preparation of the
Fund's tax returns.

BROKERAGE ALLOCATION

Subject to the overall supervision of the President and the Board, IMI
and/or Cundill 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 and/or Cundill attempts to deal directly
with the principal market makers, except in those circumstances where IMI and/or
Cundill believes that a better price and execution are available elsewhere.

IMI and/or Cundill 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 and/or Cundill
in servicing all of its accounts. In addition, not all of these services may be
used by IMI and/or Cundill in connection with the services it provides to the
Fund or the Trust. IMI and/or Cundill may consider sales of shares of other Ivy,
IMI or Cundill managed funds as a factor in the selection of broker-dealers and
may select broker-dealers who provide it with research services. IMI and/or
Cundill will not, however, execute brokerage transactions other than at the best
price and execution.

The Fund may, under some circumstances, accept securities in lieu of
cash as payment for Fund shares. The Fund will accept securities only to
increase its holdings in a portfolio security or to take a new portfolio
position in a security that IMI and/or Cundill 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 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 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 only accept securities 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.

CAPITALIZATION AND VOTING RIGHTS

The capitalization of the Fund 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 (the "Declaration of
Trust") permits the Trustees to create separate series or portfolios and to
divide any series or portfolio into one or more classes. Pursuant to the
Declaration of Trust, the Trustees may terminate the Fund upon written notice to
shareholders. This might occur, for example, if the Fund does not reach an
economically viable size. The Trustees have authorized twenty series, each of
which represents a fund. The Trustees have further authorized the issuance of
Class A, Class B, and Class C shares for Ivy International Fund and the Ivy
Money Market Fund and Class A, Class B, Class C and Advisor Class shares for the
Fund, Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy
Developing Nations Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy
Global Natural Resources Fund, Ivy Global Science & Technology Fund, Ivy Growth
Fund, Ivy Growth with Income Fund, Ivy International Fund II, Ivy International
Small Companies Fund, Ivy International Strategic Bond Fund, Ivy Pan-Europe
Fund, Ivy South America Fund, Ivy US Blue Chip Fund and Ivy US Emerging Growth
Fund, as well as Class I shares for the Fund, Ivy Bond Fund, Ivy European
Opportunities Fund, Ivy Global Science & Technology Fund, Ivy International
Fund, Ivy International Fund II, Ivy International Small Companies Fund, Ivy
International Strategic Bond Fund and Ivy US Blue Chip Fund.

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). Shareholders of the Fund are
entitled to vote alone on matters that only affect the Fund. All classes of
shares of the Fund will vote together, except with respect to the distribution
plan applicable to the 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 them 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 of the Trust
determine that a matter does not affect the interests of a particular fund, then
the shareholders of that fund will not be entitled to vote on that matter.
Matters that affect the Trust in general 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 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 each fund of the Trust, the matter shall have been
effectively acted upon with respect to that 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 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.

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.

As of the date of this SAI, there were no Fund shares outstanding other
than those issued to the sole shareholder.

Under Massachusetts law, the Trust's shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the 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 Declaration of Trust also provides
for indemnification out of Fund property for all loss and expense of any
shareholder of the Fund held personally liable for the obligations of the 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 Fund is liable for the obligations of any other Fund.

SPECIAL RIGHTS AND PRIVILEGES

Information as to how to purchase Fund shares is contained in the
Prospectus. The Fund offers (and except as noted below) bears the cost of
providing, to investors the following additional rights and privileges. The Fund
reserves the right to amend or terminate any one or more of these 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 refer to funds,
other than the Fund, whose shares are also distributed by IMDI. These funds are:
Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing
Nations Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy Global
Natural Resources Fund, Ivy Global Science & Technology Fund, Ivy Growth Fund,
Ivy Growth with Income Fund, Ivy International Fund, Ivy International Fund II,
Ivy International Small Companies Fund, Ivy International Strategic Bond Fund,
Ivy Money Market Fund, Ivy Pan-Europe Fund, Ivy South America Fund, Ivy US Blue
Chip Fund and Ivy US Emerging Growth Fund (the other nineteen series of the
Trust). Shareholders should obtain a current prospectus before exercising any
right or privilege that may relate to these funds.

AUTOMATIC INVESTMENT METHOD

The Automatic Investment Method, which enables a Fund shareholder to
have specified amounts automatically drawn each month from his or her bank for
investment in Fund shares, is available for all classes of shares except Class
I. The minimum initial and subsequent investment under this method 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). A shareholder may
terminate the Automatic Investment Method at any time upon delivery to Ivy
Mackenzie Services Corp. ("IMSC") of telephone instructions or written notice.
To use this privilege, please complete Sections 6A and 7B of the Account
Application that is included with the Prospectus.

EXCHANGE OF SHARES

As described in the Prospectus, shareholders of the Fund have an
exchange privilege with other Ivy funds. Before effecting an exchange,
shareholders of the Fund should obtain and read the currently effective
prospectus for the Ivy 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
fund ("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 Class A shares that have been invested for a
period of 12 months or longer.)

Class A shareholders may also exchange their shares for shares of Ivy
Money Market Fund (no initial sales charge will be assessed at the time of such
an exchange).

The Fund may, from time to time, waive the initial sales charge on its
Class A shares sold to clients of The Legend Group and United Planners Financial
Services of America, Inc. This privilege will apply on to Class A Shares of the
Fund that are purchased using all or a portion of the proceeds obtained by such
clients through redemptions of shares of a mutual fund (other than one of the
Funds) on which a sales charge was paid (the "NAV transfer privilege").
Purchases eligible for the NAV transfer privilege must be made within 60 days of
redemption from the other fund, and the Class A shares purchased are subject to
a 1.00% CDSC on shares redeemed within the first year after purchase. The NAV
transfer privilege also applies to Fund shares purchased directly by clients of
such dealers as long as their accounts are linked to the dealer's master
account. The normal service fee, as described in the "Initial Sales Charge
Alternative - Class A Shares" section of the Prospectus, will be paid to those
dealers in connection with these purchases. IMDI may from time to time pay a
special cash incentive to The Legend Group or United Planners Financial Services
of America, Inc. in connection with sales of shares of the Fund by its
registered representatives under the NAV transfer privilege. Additional
information on sales charge reductions or waivers may be obtained from IMDI at
the address listed on the cover of this Statement of Additional Information.

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
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 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 period following an exchange if such period is longer than the CDSC period,
if any, applicable to the new Class A shares.

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 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 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 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 applies to Class B shares of the Fund, Ivy
Asia Pacific Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing Nations
Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy Global Natural
Resources Fund, Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy
Growth with Income Fund, Ivy International Fund II, Ivy International Fund, Ivy
International Small Companies Fund, Ivy International Strategic Bond Fund, Ivy
Pan-Europe Fund, Ivy South America Fund, Ivy US Blue Chip Fund and Ivy US
Emerging Growth Fund.

CONTINGENT DEFERRED SALES CHARGE AS A PERCENTAGE
OF DOLLAR AMOUNT SUBJECT TO CHARGE
YEAR SINCE PURCHASE
First 5%
Second 4%
Third 3%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and thereafter 0%

CLASS C: Class C shareholders may exchange their Class C shares
("outstanding Class C shares") for Class C shares of another Ivy 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 1.00% if redeemed within one year of
the date of purchase.)

CLASS I: Subject to the restrictions set forth in the following
paragraph, Class I shareholders may exchange their outstanding Class I shares
for Class I shares of another Ivy fund on the basis of the relative net asset
value per share.

ALL CLASSES: The minimum value of shares which may be exchanged into an
Ivy fund in which shares are not already held is $1,000. No exchange out of the
Fund (other than by a complete exchange of all Fund shares) may be made if it
would reduce the shareholder's interest in the Fund to less than $1,000.

Each exchange will be made on the basis of the relative net asset value
per share of the Ivy funds involved in the exchange next computed following
receipt by IMSC of telephone instructions by IMSC or a properly executed
request. Exchanges, whether written or telephonic, must be received by IMSC 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. The exchange privilege may be modified or terminated at any time, upon
at least 60 days' notice to the extent required by applicable law. See
"Redemptions."

An exchange of shares between any of the Ivy funds will result in a
taxable gain or loss. Generally, this 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 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 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 backdated. A shareholder may include, as an accumulation credit,
the value (at the applicable offering price) of all Class A shares of the Fund,
Ivy Asia Pacific Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing
Nations Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy Global
Natural Resources Fund, Ivy Global Science & Technology Fund, Ivy Growth Fund,
Ivy Growth with Income Fund, Ivy International Fund II, Ivy International Fund,
Ivy International Small Companies Fund, Ivy International Strategic Bond Fund,
Ivy Pan-Europe Fund, Ivy South America Fund, Ivy US Blue Chip Fund and Ivy US
Emerging Growth Fund (and shares that have been exchanged into Ivy Money Market
Fund from any of the other funds in the Ivy funds) held of record by him or her
as of the date of his or her Letter of Intent. During the term of the Letter of
Intent, IMSC 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 IMDI 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 of the
letter before signing.

RETIREMENT PLANS

Shares of the Fund may be purchased in connection with several types of
tax-deferred retirement plans. Shares of more than one fund distributed by IMDI
may be purchased in a single application establishing a single account under the
plan, and shares held in such an account may be exchanged among the Ivy 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 fund account

[For shareholders whose retirement accounts are diversified across
several Ivy funds, the annual MAINTENANCE FEE WILL BE LIMITED TO NOT MORE THAN
$20.]

The following discussion describes some aspects of 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 Fund 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 IMSC, who may impose a charge for establishing the account. Individuals
should consult their tax advisers before investing IRA assets in a fund if that
fund 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. For years
after 1996, the result is similar even if one spouse has no earned income; if
the joint earned income of the spouses is at least $4,000, a contribution of up
to $2,000 may be made to each spouse's IRA. 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 (and 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, whether the individual's contribution to an
IRA is fully deductible, partially deductible or not deductible depends on (i)
adjusted gross income and (ii) whether it is the individual or the individual's
spouse who is an active participant, in the case of married individuals filing
jointly. Contributions may be made up to the maximum permissible amount even if
they are not deductible. 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. There are
special rules for determining what portion of any distribution is allocable to
deductible and to non-deductible contributions. 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, or
rolled over into another IRA, amounts withdrawn and used to pay for deductible
medical expenses, amounts withdrawn by certain unemployed individuals not in
excess of amounts paid for certain health insurance premiums, amounts used to
pay certain qualified higher education expenses, and amounts used within 120
days of the date the distribution is received to pay for certain first-time
homebuyer expenses. 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.

ROTH IRAs: Shares of the Fund also may be used as a funding medium for
a Roth Individual Retirement Account ("Roth IRA"). A Roth IRA is similar in
numerous ways to the regular (traditional) IRA, described above. Some of the
primary differences are as follows.

A single individual earning below $95,000 can contribute up to $2,000
per year to a Roth IRA. The maximum contribution amount diminishes and gradually
falls to zero for single filers with adjusted gross incomes ranging from $95,000
to $110,000. Married couples earning less than $150,000 combined, and filing
jointly, can contribute a full $4,000 per year ($2,000 per IRA). The maximum
contribution amount for married couples filing jointly phases out from $150,000
to $160,000. An individual whose adjusted gross income exceeds the maximum
phase-out amount cannot contribute to a Roth IRA.

An eligible individual can contribute money to a traditional IRA and a
Roth IRA as long as the total contribution to all IRAs does not exceed $2,000.
Contributions to a Roth IRA are not deductible. Contributions to a Roth IRA may
be made even after the individual for whom the account is maintained has
attained age 70 1/2.

No distributions are required to be taken prior to the death of the
original account holder. If a Roth IRA has been established for a minimum of
five years, distributions can be taken tax-free after reaching age 59 1/2, for a
first-time home purchase ($10,000 maximum, one time use), or upon death or
disability. All other distributions from a Roth IRA are taxable and subject to a
10% tax penalty unless an exception applies. Exceptions to the 10% penalty
include: disability, deductible medical expenses, certain purchases of health
insurance for an unemployed individual and qualified higher education expenses.

An individual with an income of less than $100,000 (who is not married
filing separately) can roll his or her existing IRA into a Roth IRA. However,
the individual must pay taxes on the taxable amount in his or her traditional
IRA. After 1998, all taxes on such a rollover will have to be paid in the tax
year in which the rollover is made.

QUALIFIED PLANS: For those self-employed individuals who wish to
purchase shares of one or more Ivy funds through a qualified retirement plan, a
Adoption Agreement and a Retirement Plan are available from IMSC. 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 Adoption 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 Adoption 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 arrange for Investors Bank & Trust to 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 Fund in conjunction with such an
arrangement. The special application for a 403(b)(7) Account is available from
IMSC.

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. No new salary reduction SEPs ("SARSEPs") may be established after
1996, but existing SARSEPs may continue to be maintained, and non-salary
reduction SEPs may continue to be established as well as maintained after 1996.

SIMPLE PLANS: An employer may establish a SIMPLE IRA or a SIMPLE 401(k)
for years after 1996. An employee can make pre-tax salary reduction
contributions to a SIMPLE Plan, up to $6,000 a year (as indexed). Subject to
certain limits, the employer will either match a portion of employee
contributions, or will make a contribution equal to 2% of each employee's
compensation without regard to the amount the employee contributes. An employer
cannot maintain a SIMPLE Plan for its employees if any contributions or benefits
are credited to those employees under any other qualified retirement plan
maintained by the employer.

REINVESTMENT PRIVILEGE

Shareholders 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 IMSC 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."

REDUCED SALES CHARGES AND RIGHTS OF ACCUMULATION

A scale of reduced sales charges applies to any investment of $50,000
or more in Class A shares of the 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).

"Rights of Accumulation" are also applicable to current purchases of
all of the funds of Ivy Fund (except Ivy Money Market Fund) by any of the
persons enumerated above where the aggregate quantity of Class A shares of the
Fund and of any other investment company distributed by IMDI 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 all funds other than Ivy Bond Fund; or $100,000
or more for Ivy Bond Fund.

At the time an investment takes place, IMSC 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 (other than a Class I shareholder) may establish a
Systematic Withdrawal Plan (a "Withdrawal Plan") by telephone instructions or by
delivery to IMSC of a written election to have his or her shares withdrawn
periodically, accompanied by a surrender to IMSC of all share certificates then
outstanding in such shareholder's name, properly endorsed by the shareholder. To
be eligible to elect a Withdrawal Plan, a shareholder must have at least $5,000
in his or her 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 depletion of a shareholder's principal, depending on the amount
withdrawn.

A redemption under a Withdrawal Plan is a taxable event. Shareholders
contemplating participating 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 IMSC. If all shares held by the
investor are liquidated at any time, participation in the Withdrawal Plan will
terminate automatically. The Fund or IMSC may terminate the Withdrawal Plan
option at any time after reasonable notice to shareholders.

GROUP SYSTEMATIC INVESTMENT PROGRAM

Shares of the 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 Fund 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 the 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
Fund reserves the right to refuse purchases at any time or suspend the offering
of shares in connection with group systematic investment programs, and to
restrict the offering of shareholder privileges, such as check writing,
simplified redemptions and other optional privileges, 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 Fund and IMI
each currently charge a maintenance fee of $3.00 (or portion thereof) for each
twelve-month period (or portion thereof) that the account is maintained. The
Fund 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 Fund reserves the right to change these fees from time to time without
advance notice.

Class A shares of the Fund are made available to Merrill Lynch Daily K
Plan (the "Plan") participants at NAV without an initial sales charge if:

(i) the Plan is recordkept on a daily valuation basis by Merrill
Lynch and, on the date the Plan Sponsor signs the Merrill
Lynch Recordkeeping Service Agreement, the Plan has $3 million
or more in assets invested in broker/dealer funds not advised
or managed by Merrill Lynch Asset Management, L.P. ("MLAM")
that are made available pursuant to a Service Agreement
between Merrill Lynch and the fund's principal underwriter or
distributor and in funds advised or managed by MLAM
(collectively, the "Applicable Investments");

(ii) the Plan is recordkept on a daily valuation basis by an
independent recordkeeper whose services are provided through a
contract or alliance arrangement with Merrill Lynch, and on
the date the Plan Sponsor signs the Merrill Lynch
Recordkeeping Service Agreement, the Plan has $3 million or
more in assets, excluding money market funds, invested in
Applicable Investments; or

(iii) the Plan has 500 or more eligible employees, as determined by
Merrill Lynch plan conversion manager, on the date the Plan
Sponsor signs the Merrill Lynch Recordkeeping Service
Agreement.

Alternatively, Class B shares of the Fund are made available to Plan
participants at NAV without a CDSC if the Plan conforms with the requirements
for eligibility set forth in (i) through (iii) above but either does not meet
the $3 million asset threshold or does not have 500 or more eligible employees.

Plans recordkept on a daily basis by Merrill Lynch or an independent
recordkeeper under a contract with Merrill Lynch that are currently investing in
Class B shares of the Fund convert to Class A shares once the Plan has reached
$5 million invested in Applicable Investments, or 10 years after the date of the
initial purchase by a participant under the Plan--the Plan will receive a Plan
level share conversion.

REDEMPTIONS

Shares of the Fund are redeemed at their net asset value next
determined after a proper redemption request has been received by IMSC, 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 Fund 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 the 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 the Fund.

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 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. The Fund may delay for up to seven days
delivery of the proceeds of a wire redemption request of $250,000 or more if
considered 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 instructions, the 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 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: (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.

NET ASSET VALUE

The net asset value per share of the Fund is computed by dividing the
value of the Fund's aggregate net assets (i.e., its total assets less its
liabilities) by the number of the Fund's shares outstanding. For purposes of
determining the Fund's aggregate net assets, receivables are valued at their
realizable amounts. The Fund's liabilities, if not identifiable as belonging to
a particular class of the Fund, are allocated among the Fund's several classes
based on their relative net asset size. Liabilities attributable to a particular
class are charged to that class directly. The total liabilities for a class are
then deducted from the class's proportionate interest in the Fund's assets, and
the resulting amount is divided by the number of shares of the class outstanding
to produce its net asset value per share.

A security listed or traded on a recognized stock exchange or The
Nasdaq Stock Market, Inc. ("Nasdaq") is valued at the security's last sale price
on the exchange on which the security is principally traded. If no sale is
reported at that time, the average between the last bid and asked price (the
"Calculated Mean") is used. Unless otherwise noted herein, 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. All other securities for which OTC market quotations are readily
available are valued at the Calculated Mean.

A debt security normally is valued on the basis of quotes obtained from
at least two dealers (or one dealer who has made a market in the security) or
pricing services that take into account appropriate valuation factors. Interest
is accrued daily. Money market instruments are valued at amortized cost, which
the Board believes approximates market value.

An exchange-traded option is valued at the last sale price on the
exchange on which it is principally traded, if available, and otherwise is
valued at the last sale price on the other exchange(s). If there were no sales
on any exchange, the option shall be valued at the Calculated Mean, if possible,
and otherwise at the last offering price, in the case of a written option, and
the last bid price, in the case of a purchased option. An OTC option is valued
at the last offering price, in the case of a written option, and the last bid
price, in the case of a purchased option. Exchange listed and widely-traded OTC
futures (and options thereon) are valued at the most recent settlement price.

Securities and other assets for which market prices are not readily
available are priced at their "fair value" as determined by IMI in accordance
with procedures approved by the Board. Trading in securities on many foreign
securities exchanges is normally completed before the close of regular trading
on the Exchange. Trading on foreign exchanges may not take place on all days on
which there is regular trading on the Exchange, or may take place on days on
which there is no regular trading on the Exchange (e.g., any of the national
business holidays identified below). If events materially affecting the value of
the Fund's portfolio securities occur between the time when a foreign exchange
closes and the time when the Fund's net asset value is calculated (see following
paragraph), such securities may be valued at their "fair value" as determined by
IMI in accordance with procedures approved by the Board.

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) on each day the Exchange is open for trading. The Exchange
and the Trust's offices are expected to be closed, and net asset value will not
be calculated, on the following national business holidays: New Year's Day,
Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. On those days
when either or both of the Fund's Custodian or the Exchange close early as a
result of a partial holiday or otherwise, the Trust reserves the right to
advance the time on that day by which purchase and redemption requests must be
received.

The number of shares you receive when you place a purchase order, and
the payment you receive after submitting a redemption request, is based on the
Fund's net asset value next determined after your instructions are received in
proper form by IMSC or by your registered securities dealer. Each purchase and
redemption order is subject to any applicable sales charge. Since the Fund
invests in securities that are listed on foreign exchanges that may trade on
weekends or other days when the Funds do not price their shares, the Fund's net
asset value may change on days when shareholders will not be able to purchase or
redeem the Fund's shares. The sale of the Fund's shares 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 Fund's best interest to do so.

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 adviser about the tax consequences to them of investing
in the Fund. The Fund is not managed for tax-efficiency.

The Fund intends to be taxed as a regulated investment company under
Subchapter M of the Code. Accordingly, 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 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; and (b) 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
limited, in respect of any one issuer, to an amount not greater than 5% of the
value of the 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, the 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. The 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, the 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, the 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 Fund in October, November or
December of the year with a record date in such a month and paid by the 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

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.

Some of the options, futures and foreign currency forward contracts in
which the 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, as described below, foreign currency gains or
losses arising from certain section 1256 contracts are ordinary in character.
Also, section 1256 contracts held by the 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 the Fund may result in "straddles" for 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 consequences of such transactions to the Fund
are not entirely clear. The straddle rules 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 as ordinary income or long-term capital gain may be
increased or decreased substantially as compared to the Fund that did not engage
in such transactions.

Notwithstanding any of the foregoing, the Fund may recognize gain (but
not loss) from a constructive sale of certain "appreciated financial positions"
if the Fund enters into a short sale, offsetting notional principal contract,
futures or forward contract transaction with respect to the appreciated position
or substantially identical property. Appreciated financial positions subject to
this constructive sale treatment are interests (including options, futures and
forward contracts and short sales) in stock, partnership interests, certain
actively traded trust instruments and certain debt instruments. Constructive
sale treatment of appreciated financial positions does not apply to certain
transactions closed in the 90-day period ending with the 30th day after the
close of the Fund's taxable year, if certain conditions are met.

CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES

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 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 the Fund's investment company taxable income
available to be distributed to its shareholders as ordinary income.

INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES

The 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 the Fund receives a so-called "excess
distribution" with respect to PFIC stock, the Fund itself may be subject to a
tax on a portion of the excess distribution, whether or not the corresponding
income is distributed by the Fund to shareholders. In general, under the PFIC
rules, an excess distribution is treated as having been realized ratably over
the period during which the Fund held the PFIC shares. the 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.

The Fund may be eligible to elect alternative tax treatment with
respect to PFIC shares. The Fund may elect to mark to market its PFIC shares,
resulting in the shares being treated as sold at fair market value on the last
business day of each taxable year. Any resulting gain would be reported as
ordinary income; any resulting loss and any loss from an actual disposition of
the shares would be reported as ordinary loss to the extent of any net gains
reported in prior years. Under another election that currently is available in
some circumstances, the 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.

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 the 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 the 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. The 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 the Fund may be treated as
having acquisition discount, or OID in the case of certain types of debt
securities. Generally, the 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. The 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.

The Fund generally will be required to distribute dividends to
shareholders representing discount on debt securities that is currently
includable in income, even though cash representing such income may not have
been received by the Fund. Cash to pay such dividends may be obtained from sales
proceeds of securities held by the 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 the 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 the Fund as capital gain dividends, are taxable to shareholders as long-term
capital gains whether paid in cash or in shares, and regardless of how long the
shareholder has held the Fund's shares; such distributions 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 the Fund on the distribution 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 generally will be
taxable even though it represents a return of invested capital. Shareholders
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, if so, 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 the 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 the same 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 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 may elect to "pass-through" to its 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
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 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, except in the case of certain electing individual taxpayers
who have limited creditable foreign taxes and no foreign source income other
than passive investment-type income, 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 the Fund
makes the election described in the preceding paragraph, the source of the
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.
Furthermore, the foreign tax credit is eliminated with respect to foreign taxes
withheld on dividends if the dividend-paying shares or the shares of the Fund
are held by the Fund or the shareholder, as the case may be, for less than 16
days (46 days in the case of preferred shares) during the 30-day period (90-day
period for preferred shares) beginning 15 days (45 days for preferred shares)
before the shares become ex-dividend. In addition, if the Fund fails to satisfy
these holding period requirements, it cannot elect to pass through to
shareholders the ability to claim a deduction for related foreign taxes.

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

The Fund will be required to report to the Internal Revenue Service
("IRS") all taxable 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.

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 the 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 the Fund.

PERFORMANCE INFORMATION

Performance information for the classes of shares of the Fund 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 the 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 the Fund. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions or administrative and
management costs and expenses. Performance rankings are based on historical
information and are not intended to indicate future performance.

AVERAGE ANNUAL TOTAL RETURN. Quotations of standardized average annual
total return ("Standardized Return") for a specific class of shares of the Fund
will be expressed in terms of 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
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 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
5.75% sales charge is deducted from the initial $1,000 payment and, for Class B
and Class C shares, the applicable CDSC imposed upon redemption of Class B or
Class C 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 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%.

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 nor CDSCs are taken into account in
calculating Non-Standardized Return; a sales charge, if deducted, would reduce
the return.

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 the Fund for a specified period. Cumulative total return quotations
reflect changes in the price of the Fund's shares and assume that all dividends
and capital gains distributions during the period were reinvested in the Fund's
shares. Cumulative total return is calculated by computing the cumulative rates
of return of a hypothetical investment in a specific class of shares of the 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.

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 Fund's existence and may or may not include the impact of sales
charges, taxes or other factors.

Performance quotations for 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 performance quotations should be considered when
comparing performance information regarding the 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 the Fund's shares and the risks associated with the 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 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 Directory 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

<PAGE>

APPENDIX A

DESCRIPTION OF STANDARD & POOR'S RATINGS SERVICES ("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 Investors Service, New
York, 1994), and "Standard & Poor's Municipal Ratings Handbook," October 1997
Issue (McGraw Hill, New York, 1997).]

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. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the fundamentally
strong position of such issues. 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 to be 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. Issuers rated Prime-2 are deemed to have
a strong ability for repayment while issuers voted Prime-3 are deemed to have an
acceptable ability for repayment. Issuers rated Not Prime do not fall within any
of the Prime rating categories.

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 has the highest rating assigned by S&P. 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.

The rating CI is reserved for income bonds on which no interest is
being paid. Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due, even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition if debt service payments are
jeopardized.

(b) COMMERCIAL PAPER. An S&P commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market.

The commercial paper rating A-1 by S&P indicates that the degree of
safety regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign (+)
designation. For commercial paper with an A-2 rating, the capacity for timely
payment on issues is satisfactory, but not as high as for issues designated A-1.
Issues rated A-3 have adequate capacity for timely payment, but are more
vulnerable to the adverse effects of changes in circumstances than obligations
carrying higher designations.

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. Debt rated D is in payment default. The D rating category
is used when interest payments or principal payments are not made on the date
due, even if the applicable grace period has not expired, unless S&P believes
such payments will be made during such grace period.

<PAGE>

APPENDIX B

STATEMENTS OF ASSETS AND LIABILITIES

AS OF _____________
AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

[To be filed by amendment.]

<PAGE>

IVY CUNDILL VALUE FUND

series of

IVY FUND

Via Mizner Financial Plaza, Suite 300

700 South Federal Highway

Boca Raton, Florida 33432

STATEMENT OF ADDITIONAL INFORMATION

ADVISOR CLASS SHARES

__________ __, 2000

Ivy Fund (the "Trust") is an open-end management investment company
that currently consists of twenty fully managed portfolios, each of which
(except for Ivy South America Fund and Ivy International Strategic Bond Fund) is
diversified. This Statement of Additional Information ("SAI") relates to the
Advisor Class shares of Ivy Cundill Value Fund (the "Fund"). The other nineteen
portfolios of the Trust are described in separate prospectuses and SAIs.

This SAI is not a prospectus and should be read in conjunction with the
prospectus for the Fund dated ________ __, 2000 (the "Prospectus"), which may be
obtained upon request and without charge from the Trust at the Distributor's
address and telephone number printed below. Advisor Class shares are only
offered to certain investors (see the Prospectus). The Fund also offers Class A,
B, C and I shares, which are described in a separate prospectus and SAI that may
also be obtained without charge from the Distributor.

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

Ivy Mackenzie Distributors, Inc. ("IMDI")

Via Mizner Financial Plaza, Suite 300

700 South Federal Highway

Boca Raton, Florida 33432

Telephone: (800) 456-5111

<PAGE>

TABLE OF CONTENTS

Page

GENERAL INFORMATION...........................................................2

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS...................................2
EQUITY SECURITIES....................................................3
CONVERTIBLE SECURITIES...............................................3
SMALL COMPANIES......................................................4
DEBT SECURITIES......................................................4
IN GENERAL..................................................4
INVESTMENT-GRADE DEBT SECURITIES............................5
U.S. GOVERNMENT SECURITIES..................................5
ZERO COUPON BONDS...........................................6
FIRM COMMITMENT AGREEMENTS AND "WHEN-ISSUED" SECURITIES.....6
ILLIQUID SECURITIES..................................................6
FOREIGN SECURITIES...................................................7
DEPOSITORY RECEIPTS..................................................8
EMERGING MARKETS.....................................................8
FOREIGN CURRENCIES..................................................10
FOREIGN CURRENCY EXCHANGE TRANSACTIONS..............................10
INVESTMENT CONCENTRATION............................................11
OTHER INVESTMENT COMPANIES..........................................12
REPURCHASE AGREEMENTS...............................................12
BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS...................12
COMMERCIAL PAPER....................................................13
BORROWING...........................................................13
WARRANTS............................................................13
OPTIONS TRANSACTIONS................................................13
IN GENERAL.................................................13
WRITING OPTIONS ON INDIVIDUAL SECURITIES...................14
PURCHASING OPTIONS ON INDIVIDUAL SECURITIES................15
RISKS OF OPTIONS TRANSACTIONS..............................15
FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS..................16
IN GENERAL.................................................16
FOREIGN CURRENCY FUTURES CONTRACTS AND RELATED OPTIONS.....18
RISKS ASSOCIATED WITH FUTURES AND RELATED OPTIONS..........19
SECURITIES INDEX FUTURES CONTRACTS..................................20
RISKS OF SECURITIES INDEX FUTURES..........................20
COMBINED TRANSACTIONS......................................21

INVESTMENT RESTRICTIONS......................................................22

PORTFOLIO TURNOVER...........................................................24

MANAGEMENT OF THE FUND.......................................................24
TRUSTEES AND OFFICERS...............................................24
PERSONAL INVESTMENTS BY EMPLOYEES OF IMI...................30

INVESTMENT ADVISORY AND OTHER SERVICES.......................................31
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES................31
SUB-ADVISOR.........................................................32
TERM AND TERMINATION OF ADVISORY AGREEMENT AND SUBADVISORY
AGREEMENT...........................................................32
DISTRIBUTION SERVICES...............................................35
RULE 18F-3 PLAN............................................35
CUSTODIAN...........................................................36
FUND ACCOUNTING SERVICES............................................36
TRANSFER AGENT AND DIVIDEND PAYING AGENT............................36
ADMINISTRATOR.......................................................37
AUDITORS............................................................37

BROKERAGE ALLOCATION.........................................................37

CAPITALIZATION AND VOTING RIGHTS.............................................38

REDEMPTIONS..................................................................45

NET ASSET VALUE..............................................................46

TAXATION 48

OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS.............49
CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES..............50
INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES..................50
DEBT SECURITIES ACQUIRED AT A DISCOUNT..............................51
DISTRIBUTIONS.......................................................51
DISPOSITION OF SHARES...............................................52
FOREIGN WITHHOLDING TAXES...........................................53
BACKUP WITHHOLDING..................................................54

PERFORMANCE INFORMATION......................................................54
AVERAGE ANNUAL TOTAL RETURN................................54
CUMULATIVE TOTAL RETURN....................................55
OTHER QUOTATIONS, COMPARISONS AND GENERAL INFORMATION......55

FINANCIAL STATEMENTS.........................................................56

APPENDIX A...................................................................56

APPENDIX B...................................................................60

<PAGE>

GENERAL INFORMATION

Descriptions in this SAI of a particular investment practice or
technique in which the Fund may engage or a financial instrument which the Fund
may purchase are meant to describe the spectrum of investments that IMI, in its
discretion, might, but is not required to, use in managing the Fund's portfolio
assets. For example, IMI may, in its discretion, employ a given practice,
technique for one or more funds but not for all funds advised by it. It is also
possible that certain types of financial instruments or investment techniques
described herein may not be available, permissible, economically feasible or
effective for their intended purposes in some or all markets, in which case the
Fund would not use them. Investors should also be aware that certain practices,
techniques, or instruments, regardless of their relative importance in the
Fund's overall investment strategy, could from time to time have a material
impact on the Fund's performance.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

The Fund seeks long-term capital growth. Any income realized will be
incidental. The Fund seeks to achieve its principal objective of long-term
capital growth by investing primarily in the equity securities of companies
throughout the world. Although the Fund will not invest more than 25% of its
total assets in any one industry and does not expect to focus its investments in
a single country, it may at any given time have a significant percentage of its
total assets in one or more countries or market sectors. Under normal
conditions, the Fund invests at least 65% of its assets in equity securities.

The Fund may invest in warrants, and securities issued on a
"when-issued" or firm commitment basis, and may engage in foreign currency
exchange transactions and enter into forward foreign currency contracts. The
Fund may also invest up to 10% of its total assets in other investment companies
and up to 15% of its net assets in illiquid securities. The Fund may not, invest
more than 5% of its total assets in restricted securities.

EQUITY SECURITIES

CONVERTIBLE SECURITIES

The convertible securities in which the Fund may invest include
corporate bonds, notes, debentures, preferred stock and other securities that
may be converted or exchanged at a stated or determinable exchange ratio into
underlying shares of equity securities. Investments in convertible securities
can provide income through interest and dividend payments as well as an
opportunity for capital appreciation by virtue of their conversion or exchange
features. 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 securities. The exchange ratio for any particular convertible
security may be adjusted from time to time due to stock splits, dividends,
spin-offs, other corporate distributions or scheduled changes in the exchange
ratio. 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
equity securities changes, and, therefore, also tends to follow movements in the
general market for equity securities. When the market price of the underlying
equity securities increases, the price of a convertible security tends to rise
as a reflection of the value of the underlying equity securities, although
typically not as much as the price of the underlying equity securities. While no
securities investments are without risk, investments in convertible securities
generally entail less risk than investments in equity securities of the same
issuer.

SMALL COMPANIES

DEBT SECURITIES

IN GENERAL. Investment in debt securities involves both interest rate
and credit risk. Generally, the value of debt instruments rises and falls
inversely with fluctuations in 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.

ILLIQUID SECURITIES

FOREIGN SECURITIES

DEPOSITORY RECEIPTS

EMERGING MARKETS

FOREIGN CURRENCIES

FOREIGN CURRENCY EXCHANGE TRANSACTIONS

INVESTMENT CONCENTRATION

OTHER INVESTMENT COMPANIES

REPURCHASE AGREEMENTS

BANKING INDUSTRY AND SAVINGS AND LOAN OBLIGATIONS

COMMERCIAL PAPER

BORROWING

WARRANTS

OPTIONS TRANSACTIONS

The Fund's options activities also may have an impact upon the level
of its portfolio turnover and brokerage commissions. See "Portfolio Turnover."

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

SECURITIES INDEX FUTURES CONTRACTS

INVESTMENT RESTRICTIONS

(i) The Fund has elected to be classified as a diversified series of an
open-end investment company.

(ii) The Fund will not borrow money, except as permitted under the
Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time.

(iii) The Fund will not issue senior securities, except as permitted under
the Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time.

(iv) The Fund will not engage in the business of underwriting securities
issued by others, except to the extent that the Fund may be deemed to
be an underwriter in connection with the disposition of portfolio
securities.

(v) The Fund will not purchase or sell real estate (which term does not
include securities of companies that deal in real estate or mortgages
or investments secured by real estate or interests therein), except
that the Fund may hold and sell real estate acquired as a result of
the Fund's ownership of securities.

(vi) The Fund will not purchase physical commodities or contracts relating
to physical commodities, although the Fund may invest in commodities
futures contracts and options thereon to the extent permitted by its
Prospectus and this SAI.

(viii) The Fund will not concentrate its investments in a particular
industry, as the term "concentrate" is interpreted in connection with
the Investment Company Act of 1940, as amended, and as interpreted or
modified by regulatory authority having jurisdiction, from time to
time.

ADDITIONAL RESTRICTIONS

Under these restrictions, the Fund may not:

(i) purchase or sell real estate limited partnership interests;

(ii) purchase or sell interests in oil, gas or mineral leases (other than
securities of companies that invest in or sponsor such programs);

(iii) invest in oil, gas and/or mineral exploration or development programs;

(v) make investments in securities for the purpose of exercising control
over or management of the issuer;

PORTFOLIO TURNOVER

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

The Trustees and Executive Officers of the Trust, their business
addresses and principal occupations during the past five years are:

<TABLE>
<CAPTION>
POSITION WITH BUSINESS AFFILIATIONS
NAME, ADDRESS, AGE THE TRUST AND PRINCIPAL OCCUPATIONS

<S> <C> <C>
John S. Anderegg, Jr. Trustee Chairman, Dynamics Research
60 Concord Street Corp. (instruments and controls);
Wilmington, MA 01887 Director, Burr-Brown Corp.
Age: 75 (operational amplifiers);
Director,
Metritage
Incorporated
(level
measuring
instruments);
Trustee of
Mackenzie
Series Trust
(1992-1998).

James W. Broadfoot President President,
700 South Federal Hwy. and Ivy Management, Inc. (1996-
Suite 300 Trustee present); Senior Vice
Boca Raton, FL 33432 President, Ivy Management,
Age: 56 Inc. (1992-1996); Director and Senior
[*Deemed to be an Vice President, Mackenzie Investment
"interested person" Management Inc. (1995-present); Senior
of the Trust, as Vice President, Mackenzie Investment
defined under the Management Inc. (1990-1995).
1940 Act.]

Keith J. Carlson Chairman Senior Vice President of Mackenzie
700 South Federal Hwy. and Investment Management, Inc. (1996-
Suite 300 Trustee -present); Senior Vice President
Boca Raton, FL 33432 and Director of Mackenzie
Age: 42 Investment Management, Inc. (1994-
[*Deemed to be an 1996); Senior Vice President and
"interested person" Treasurer of Mackenzie Investment
of the Trust, as defined Management, Inc. (1989-1994);
under the Senior Vice President and Director
1940 Act.] 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);
Senior Vice President and Director,
Ivy Mackenzie Services Corp.
(1996-present); President and Director
of Ivy Mackenzie Services Corp.
(1993-1996); Trustee and President of
Mackenzie Series Trust (1996-1998);
Vice President of Mackenzie Series
Trust (1994-1998); Treasurer of
Mackenzie Series Trust (1985-1994);
President, Chief Executive Officer
and Director of Ivy Mackenzie
Distributors, Inc. (1994-present);
Executive Vice President and Director
of Ivy Mackenzie Distributors, Inc.
(1993-1994); Trustee of Mackenzie
Series Trust (1996-1998).

Stanley Channick Trustee President and Chief
11 Bala Avenue Executive Officer, The
Bala Cynwyd, PA 19004 Whitestone Corporation
Age: 75 (insurance agency); Chairman,
Scott
Management
Company
(administrative
services for
insurance
companies);
President, The
Channick Group
(consultants
to insurance
companies and
national trade
associations);
Trustee of
Mackenzie
Series Trust
(1994-1998);
Director of
The Mackenzie
Funds Inc.
(1994-1995).

Dianne Lister Trustee President and Chief Executive Officer,
556 University Avenue The Hospital for Sick Children
Toronto, Ontario L4J 2T4 Foundation (1993-present); Chief
Operating Officer, The Hospital for Sick
Children
Foundation
(1992-1993);
Executive Vice
President, The
Hospital for
Sick Children
Foundation
(1991-1992).

J. Brendan Swan Trustee President, Airspray
4701 North Federal Hwy. International, Inc.;
Suite 465 Joint Managing Director,
Pompano Beach, FL 33064 Airspray International
Age: 69 B.V. (an environmentally sensitive
packaging company); Director of
Polyglass LTD.; Director, The
Mackenzie Funds Inc. (1992-1995);
Trustee of Mackenzie Series Trust
(1992-1998).

Edward M. Tighe Trustee Chief Executive Officer,
5900 N. Andrews Avenue CITCO Technology Management, Inc.
Suite 700 ("CITCO") (computer software develop-
Ft. Lauderdale, FL 33309 ment and consulting) (1999-present);
President and Director, Global
Technology Management, Inc. (CITCO's
predecessor) (1992-1998); Managing Director,
Global Mutual Fund Services, Ltd. (financial
services firm);
President, Director and Chief
Executive Officer, Global Mutual Fund
Services, Inc. (1994-present).

C. William Ferris Secretary/ Senior Vice President,
700 South Federal Hwy. Treasurer Chief Financial Officer
Suite 300 and Secretary/Treasurer
Boca Raton, FL 33432 of Mackenzie Investment
Age: 54 Management Inc. (1995-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); Vice
President, Finance/Administration and
Compliance Officer of Ivy Management
Inc. (1992-1994); Senior Vice
President, Secretary/Treasurer and
Director of Ivy Mackenzie
Distributors, Inc. (1994-present);
Secretary/Treasurer and Director of
Ivy Mackenzie Distributors, Inc.
(1993-1994); President and Director of
Ivy Mackenzie Services Corp.
(1996-present); Secretary/Treasurer
and Director of Ivy Mackenzie
Services Corp. (1993-1996);
Secretary/Treasurer of The Mackenzie
Funds Inc. (1993-1995); Secretary/
Treasurer of Mackenzie Series Trust
(1994-1998).
</TABLE>

<PAGE>

COMPENSATION TABLE
IVY FUND

(FISCAL YEAR ENDED DECEMBER 31, 1999)

John S. --- N/A N/A ---
Anderegg, Jr.
(Trustee)

James W. --- N/A N/A ---
Broadfoot
(Trustee and

President)

Paul H. --- N/A N/A ---
Broyhill
(Trustee)

Keith J. --- N/A N/A ---
Carlson
(Trustee and

Chairman)

Stanley --- N/A N/A ---
Channick
(Trustee)

Frank W. --- N/A N/A ---
DeFriece, Jr.
(Trustee)

Roy J. --- N/A N/A ---
Glauber
(Trustee)

Dianne --- N/A N/A ---
Lister
(Trustee)

Joseph G. --- N/A N/A ---
Rosenthal
(Trustee)

Richard N. --- N/A N/A ---
Silverman
(Trustee)

J. Brendan --- N/A N/A ---
Swan
(Trustee)

C. William --- N/A N/A ---
Ferris
(Secretary/
Treasurer)
</TABLE>

* Estimated for the Fund's initial fiscal year ending December 31, 2000.

** Estimated for the Fund's initial fiscal year ending December 31, 2000. The
Fund complex consists of Ivy Fund and Mackenzie Solutions.

As of the date of this SAI, the Officers and Trustees of the Trust as a
group owned no Fund shares.

PERSONAL INVESTMENTS BY EMPLOYEES OF IMI.

Employees of IMI are permitted to engage in personal securities
transactions, subject to the requirements and restrictions set forth in IMI's
Code of Ethics and Business Conduct Policy (the "Code of Ethics"). The Code of
Ethics is 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 IMI believes
complies with Rule 17j-1 under the 1940 Act, prohibits certain types of
transactions absent prior approval, applies to portfolio managers, traders,
research analysts and others involved in the investment advisory process, and
imposes time periods during which personal transactions in certain securities
may not be made, and requires the submission of duplicate broker confirmations
and quarterly and annual reporting of securities transactions. Exceptions to
these and other provisions of the Code of Ethics may be granted in particular
circumstances after review by appropriate officers or compliance personnel.

INVESTMENT ADVISORY AND OTHER SERVICES

BUSINESS MANAGEMENT AND INVESTMENT ADVISORY SERVICES

INVESTMENT MANAGER

The Advisory 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 Prospectus, the 1940 Act
and the provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), relating to regulated investment companies, and subject to policy
decisions adopted by the Trustees. IMI has delegated to Cundill the primary
responsibility for determining which securities the Fund should purchase and
sell. (See "Sub-Advisor," below.) Under the Advisory Agreement, IMI is also
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 Fund with necessary office
space, telephones and other communications facilities as needed; (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
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 Fund 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 Fund to
serve in such capacities; and (7) take such other action with respect to the
Fund, upon the approval of its trustees, as may be required by applicable law,
including without limitation the rules and regulations of the Securities and
Exchange Commission (the "SEC") and of state securities commissions and other
regulatory agencies.

SUB-ADVISOR

TERM AND TERMINATION OF ADVISORY AGREEMENT AND SUBADVISORY AGREEMENT

DISTRIBUTION SERVICES

As of the date of this SAI, IMDI had not received any payments under
the Distribution Agreement with respect to the Fund.

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 and filed with the SEC. At a meeting
held on _________, 2000, the Trustees adopted a 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 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.

CUSTODIAN

FUND ACCOUNTING SERVICES

TRANSFER AGENT AND DIVIDEND PAYING AGENT

Pursuant to a Transfer Agency and Shareholder Service Agreement, Ivy
Mackenzie Services Corp. ("IMSC"), a wholly owned subsidiary of MIMI, is the
transfer agent for the Fund. Under the Agreement, the Fund pays a monthly fee at
an annual rate of $20.00 for each open Class A, Class B, Class C, and Advisor
Class account. The Fund pays $10.25 per open Class I account. In addition, the
Fund pays a monthly fee at an annual rate of $4.58 per account that is closed
plus certain out-of-pocket expenses. As of the date of this SAI, the Fund had
made no payments for transfer agency services. 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 IMSC if the individual accounts that comprise the omnibus account
were opened by their beneficial owners directly. IMSC pays such broker-dealers a
per account fee for each open account within the omnibus account, or a fixed
rate (e.g., .10%) fee, based on the average daily net asset value of the omnibus
account (or a combination thereof). As of the date of this SAI, no payments have
been made with respect to the provision of these services for the Fund.

ADMINISTRATOR

AUDITORS

[___________], independent certified public accountants, have been
selected as auditors for the Fund. The audit services performed by
[_____________] include audits of the annual financial statements of the Fund.
Other services provided principally relate to filings with the SEC and the
preparation of the Fund's tax returns.

BROKERAGE ALLOCATION

IMI and/or Cundill 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 and/or Cundill
in servicing all of its accounts. In addition, not all of these services may be
used by IMI and/or Cundill in connection with the services it provides to the
Fund or the Trust. IMI and/or Cundill may consider sales of shares of other IMI
or Cundill managed funds as a factor in the selection of broker-dealers and may
select broker-dealers who provide it with research services. IMI and/or Cundill
will not, however, execute brokerage transactions other than at the best price
and execution.

CAPITALIZATION AND VOTING RIGHTS

As of the date of this SAI, there were no Fund shares outstanding other
than those issued to the sole shareholder.

SPECIAL RIGHTS AND PRIVILEGES

AUTOMATIC INVESTMENT METHOD

EXCHANGE OF SHARES

RETIREMENT PLANS

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 fund account

[For shareholders whose retirement accounts are diversified across
several Ivy funds, the annual maintenance fee will be limited to not more than
$20.]

Corporate employers may also adopt the Adoption Agreement and
Retirement Plan for the benefit of their eligible employees. Similar
contribution and deduction rules apply to corporate employers.

The Transfer Agent will arrange for Investors Bank & Trust to furnish
custodial services to the employer and any participating employees.

SYSTEMATIC WITHDRAWAL PLAN

A shareholder may establish a Systematic Withdrawal Plan (a "Withdrawal
Plan") by telephone instructions or by delivery to IMSC of a written election to
have his or her shares withdrawn periodically, accompanied by a surrender to
IMSC of all share certificates then outstanding in such shareholder's name,
properly endorsed by the shareholder. To be eligible to elect a Withdrawal Plan,
a shareholder must have at least $10,000 in his or her 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 depletion of a
shareholder's principal, depending on the amount withdrawn.

A redemption under a Withdrawal Plan is a taxable event. Shareholders
contemplating participating in a Withdrawal Plan should consult their tax
advisers.

Additional investments made by investors participating in a Withdrawal
Plan must equal at least $250 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.

GROUP SYSTEMATIC INVESTMENT PROGRAM

REDEMPTIONS

Shares of the Fund are redeemed at their net asset value next
determined after a proper redemption request has been received by IMSC. 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 Fund 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 the 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 the Fund.

The Trust may redeem those Advisor Class accounts of shareholders who
have maintained an investment, including sales charges paid, of less than
$10,000 in the Fund for a period of more than 12 months. All Advisor Class
accounts below that minimum will be redeemed simultaneously when MIMI deems it
advisable. The $10,000 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.

NET ASSET VALUE

The number of shares you receive when you place a purchase order, and
the payment you receive after submitting a redemption request, is based on the
Fund's net asset value next determined after your instructions are received in
proper form by IMSC or by your registered securities dealer. Each purchase and
redemption order is subject to any applicable sales charge. Since the Fund
invests in securities that are listed on foreign exchanges that may trade on
weekends or other days when the Funds do not price their shares, the Fund's net
asset value may change on days when shareholders will not be able to purchase or
redeem the Fund's shares. The sale of the Fund's shares 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 Fund's best interest to do so.

TAXATION

OPTIONS, FUTURES AND FOREIGN CURRENCY FORWARD CONTRACTS

CURRENCY FLUCTUATIONS -- "SECTION 988" GAINS OR LOSSES
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 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 the Fund's investment company taxable income
available to be distributed to its shareholders as ordinary income.

INVESTMENT IN PASSIVE FOREIGN INVESTMENT COMPANIES

DEBT SECURITIES ACQUIRED AT A DISCOUNT

DISTRIBUTIONS

DISPOSITION OF SHARES

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.

BACKUP WITHHOLDING

PERFORMANCE INFORMATION

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 the Fund, it is assumed that
all dividends and capital gains distributions made by the Fund are reinvested at
net asset value in additional Advisor Class shares during the designated period.
Standardized Return quotations for the Fund do not take into account any
required payments for federal or state income taxes. Standardized Return
quotations are determined to the nearest 1/100 of 1%.

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.

FINANCIAL STATEMENTS

APPENDIX A

DESCRIPTION OF STANDARD & POOR'S RATINGS SERVICES ("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 Investors Service, New
York, 1994), and "Standard & Poor's Municipal Ratings Handbook," October 1997
Issue (McGraw Hill, New York, 1997).]

MOODY'S:

S&P:

(b) COMMERCIAL PAPER. An S&P commercial paper rating is a current
assessment of the likelihood of timely payment of debt considered short-term in
the relevant market.

<PAGE>

APPENDIX B

STATEMENTS OF ASSETS AND LIABILITIES

AS OF _____________
AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

[To be filed by amendment.]

<PAGE>

PART C. OTHER INFORMATION

Item 23: Exhibits:

(a) Articles of Incorporation:

(1) Amended and Restated Declaration of Trust dated December 10,
1992, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(2) Redesignation of Shares of Beneficial Interest and
Establishment and Designation of Additional Series and
Classes of Shares of Beneficial Interest (No Par Value)
filed with Post-Effective Amendment No. 102 and incorporated
by reference herein.

(3) Amendment to Amended and Restated Declaration of Trust,
filed with Post-Effective Amendment No. 102 and incorporated
by reference herein.

(4) Amendment to Amended and Restated Declaration of Trust,
filed with Post-Effective Amendment No. 102 and incorporated
by reference herein.

(5) Establishment and Designation of Additional Series (Ivy
Emerging Growth Fund), filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(6) 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. 102 and incorporated by
reference herein.

(7) 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. 102 and
incorporated by reference herein.

(8) Establishment and Designation of Additional Series (Ivy
China Region Fund), filed with Post-Effective Amendment No.
102 and incorporated by reference herein.

(9) 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. 102 and incorporated by
reference herein.

(10) Establishment and Designation of Additional Class (Ivy
International Fund--Class I), filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(11) 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. 102 and incorporated by
reference herein.

(12) Establishment and Designation of Series and Classes (Ivy
International Bond Fund--Class A and Class B), filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(13) Establishment and Designation of Series and Classes (Ivy
Bond Fund, Ivy Canada Fund, Ivy Global Fund, Ivy Short-Term
US Government Securities Fund (now known as Ivy Short-Term
Bond Fund) -- Class A and Class B), filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(14) Redesignation of Ivy Short-Term U.S. Government Securities
Fund as Ivy Short-Term Bond Fund, filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(15) Redesignation of Shares (Ivy Money Market Fund--Class A and
Ivy Money Market Fund--Class B), filed with Post-Effective
Amendment No. 84 and incorporated by reference herein.

(16) 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 Post-Effective Amendment
No. 84 and incorporated by reference herein.

(17) Establishment and Designation of Series and Classes (Ivy
Global Science & Technology Fund--Class A, Class B, Class C
and Class I), filed with Post-Effective Amendment No. 86 and
incorporated by reference herein.

(18) Establishment and designation of Series and Classes (Ivy
Global Natural Resources Fund--Class A, Class B and Class C;
Ivy Asia Pacific Fund--Class A, Class B and Class C; Ivy
International Small Companies Fund--Class A, Class B, Class
C and Class I), filed with Post-Effective Amendment No. 89
and incorporated by reference herein.

(19) Establishment and designation of Series and Classes (Ivy
Pan-Europe Fund--Class A, Class B and Class C), filed with
Post-Effective Amendment No. 92 and incorporated by
reference herein.

(20) Establishment and designation of Series and Classes (Ivy
International Fund II--Class A, Class B, Class C and Class
I), filed with Post-Effective Amendment No. 94 and
incorporated by reference herein.

(21) Form of Establishment and Designation of Additional Class
(Ivy Asia Pacific Fund--Advisor Class; Ivy Bond
Fund--Advisor Class; Ivy Canada Fund--Advisor Class; Ivy
China Region Fund--Advisor Class; Ivy Emerging Growth
Fund--Advisor Class; Ivy Global Fund--Advisor Class; Ivy
Global Natural Resources Fund--Advisor Class; Ivy Global
Science & Technology Fund--Advisor Class; Ivy Growth
Fund--Advisor Class; Ivy Growth with Income Fund--Advisor
Class; Ivy International Bond Fund--Advisor Class; Ivy
International Fund II--Advisor Class; Ivy International
Small Companies Fund--Advisor Class; Ivy Latin America
Strategy Fund--Advisor Class; Ivy New Century Fund--Advisor
Class; Ivy Pan-Europe Fund--Advisor Class), filed with
Post-Effective Amendment No. 96 and incorporated by
reference herein.

(22) Redesignations of Series and Classes (Ivy Emerging Growth
Fund redesignated as Ivy US Emerging Growth Fund; Ivy New
Century Fund redesignated as Ivy Developing Nations Fund;
and, Ivy Latin America Strategy Fund redesignated as Ivy
South America Fund), filed with Post-Effective Amendment No.
97 to Registration Statement 2-17613 and incorporated by
reference herein.

(23) Redesignation of Series and Classes and Establishment and
Designation of Additional Class (Ivy International Bond Fund
redesignated as Ivy High Yield Fund; Class I shares of Ivy
High Yield Fund established), filed with Post-Effective
Amendment No. 98 to Registration Statement 2-17613 and
incorporated by reference herein.

(24) Establishment and designation of Series and Classes (Ivy US
Blue Chip Fund--Class A, Class B, Class C, Class I and
Advisor Class), filed with Post-Effective Amendment No. 101
to Registration Statement 2-17613 and incorporated by
reference herein.

(25) Redesignation of Series and Classes (Ivy High Yield Fund
redesignated as Ivy International Strategic Bond Fund) filed
with Post-Effective Amendment No. 110 and incorporated by
reference herein.

(26) Establishment and designation of Series and Classes (Ivy
European Opportunities Fund -- Class A, Class B, Class C,
Class I and Advisor Class) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(27) Establishment and designation of Series and Classes (Ivy
Cundill Value Fund -- Class A, Class B, Class C, Class I and
Advisor Class) to be filed by amendment.

(b) By-laws:

(1) By-Laws, as amended, filed with Post-Effective Amendment No.
102 and incorporated by reference herein.

(1) 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 and
incorporated by reference herein.

(2) Specimen Security for Ivy Emerging Growth Fund, filed with
Post-Effective Amendment No. 70 and incorporated by
reference herein.

(3) Specimen Security for Ivy China Region Fund, filed with
Post-Effective Amendment No. 74 and incorporated by
reference herein.

(4) Specimen Security for Ivy Latin American Strategy Fund,
filed with Post-Effective Amendment No. 75 and incorporated
by reference herein.

(5) Specimen Security for Ivy New Century Fund, filed with
Post-Effective Amendment No. 75 and incorporated by
reference herein.

(6) Specimen Security for Ivy International Bond Fund, filed
with Post-Effective Amendment No. 76 and incorporated by
reference herein.

(7) 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 and
incorporated by reference herein.

(d) Investment Advisory Contracts:

(1) 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. 102 and incorporated by
reference herein.

(2) Subadvisory Contract by and among Ivy Fund, Ivy Management,
Inc. and Boston Overseas Investors, Inc., filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(3) Assignment Agreement relating to Subadvisory Contract, filed
with Post-Effective Amendment No. 102 and incorporated by
reference herein.

(4) Business Management and Investment Advisory Agreement
Supplement for Ivy Emerging Growth Fund, filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(5) Business Management and Investment Advisory Agreement
Supplement for Ivy China Region Fund, filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(6) Business Management and Investment Advisory Supplement for
Ivy Latin America Strategy Fund, filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(7) Business Management and Investment Advisory Agreement
Supplement for Ivy New Century Fund, filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(8) Business Management and Investment Advisory Agreement
Supplement for Ivy International Bond Fund, filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(9) 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. 102 and incorporated by
reference herein.

(10) Master Business Management Agreement between Ivy Fund and
Ivy Management, Inc., filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(11) Supplement to Master Business Agreement between Ivy Fund and
Ivy Management, Inc. (Ivy Canada Fund), filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(12) Investment Advisory Agreement between Ivy Fund and Mackenzie
Financial Corporation, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(13) Form of Supplement to Master Business Management and
Investment Advisory Agreement between Ivy Fund and Ivy
Management, Inc. (Ivy Global Science & Technology Fund),
filed with Post-Effective Amendment No. 86 and incorporated
by reference herein.

(14) Form of Supplement to Master Business Management and
Investment Advisory Agreement between Ivy Fund and Ivy
Management, Inc. (Ivy Asia Pacific Fund and Ivy
International Small Companies Fund), filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(15) Form of Supplement to Master Business Management Agreement
between Ivy Fund and Ivy Management, Inc. (Ivy Global
Natural Resources Fund), filed with Post-Effective Amendment
No. 89 and incorporated by reference herein.

(16) Form of Supplement to Investment Advisory Agreement between
Ivy Fund and Mackenzie Financial Corporation (Ivy Global
Natural Resources Fund), filed with Post-Effective Amendment
No. 89 and incorporated by reference herein.

(17) Form of Supplement to Master Business Management and
Investment Advisory Agreement between Ivy Fund and Ivy
Management, Inc. (Ivy Pan-Europe Fund), filed with
Post-Effective Amendment No. 94 and incorporated by
reference herein.

(18) Form of Supplement to Master Business Management and
Investment Advisory Agreement between Ivy Fund and Ivy
Management, Inc. (Ivy International Fund II), filed with
Post-Effective Amendment No. 94 and incorporated by
reference herein.

(19) Addendum to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc.
(Ivy Developing Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(20) Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc.
(Ivy High Yield Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(21) Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc.
(Ivy US Blue Chip Fund), filed with Post-Effective Amendment
No. 101 to Registration Statement 2-17613 and incorporated
by reference herein.

(22) Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc.
(Ivy International Strategic Bond Fund) filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(23) Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc.
(Ivy European Opportunities Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(24) Subadvisory Agreement between Ivy Management, Inc. and
Henderson Investment Management Limited (Ivy International
Small Companies Fund) filed with Post-Effective Amendment
No. 110 and incorporated by reference herein.

(25) Amendment to Subadvisory Agreement between Ivy Management,
Inc. and Henderson Investment Management Limited (Ivy
European Opportunities Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(26) Supplement to Master Business Management and Investment
Advisory Agreement between Ivy Fund and Ivy Management, Inc.
(Ivy Cundill Value Fund) to be filed by amendment.

(27) Subadvisory Agreement between Ivy Management, Inc. and Peter
Cundill & Associates (Bermuda) Ltd. (Ivy Cundill Value Fund)
to be filed by amendment.

(e) Underwriting Contracts:

(1) Dealer Agreement, as amended, filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(2) Amended and Restated Distribution Agreement, filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(3) Addendum to Amended and Restated Distribution Agreement,
filed with Post-Effective Amendment No. 102 and incorporated
by reference herein.

(4) Addendum to Amended and Restated Distribution Agreement (Ivy
Money Market Fund--Class A and Class B), filed with
Post-Effective Amendment No. 84 and incorporated by
reference herein.

(5) Form of Addendum to Amended and Restated Distribution
Agreement (Class C), filed with Post-Effective Amendment No.
84 and incorporated by reference herein.

(6) Form of Addendum to Amended and Restated Distribution
Agreement (Ivy Global Science & Technology Fund--Class A,
Class B, Class C and Class I), filed with Post-Effective
Amendment No. 86 and incorporated by reference herein.

(7) Form of Addendum to Amended and Restated Distribution
Agreement (Ivy Global Natural Resources Fund--Class A, Class
B and Class C; Ivy Asia Pacific Fund--Class A, Class B and
Class C; Ivy International Small Companies Fund--Class A,
Class B, Class C, and Class I), filed with Post-Effective
Amendment No. 89 and incorporated by reference herein.

(8) Form of Addendum to Amended and Restated Distribution
Agreement (Ivy Pan-Europe Fund--Class A, Class B and Class
C), filed with Post-Effective Amendment No. 94 and
incorporated by reference herein.

(9) Form of Addendum to Amended and Restated Distribution
Agreement (Ivy International Fund II--Class A, Class B,
Class C and Class I), filed with Post-Effective Amendment
No. 94 and incorporated by reference herein.

(10) Form of Addendum to Amended and Restated Distribution
Agreement (Advisor Class), filed with Post-Effective
Amendment No. 96 and incorporated by reference herein.

(11) Addendum to Amended and Restated Distribution Agreement (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(12) Addendum to Amended and Restated Distribution Agreement (Ivy
High Yield Fund), filed with Post-Effective Amendment No. 98
and incorporated by reference herein.

(13) Addendum to Amended and Restated Distribution Agreement (Ivy
US Blue Chip Fund), filed with Post-Effective Amendment No.
101 to Registration Statement 2-17613 and incorporated by
reference herein.

(14) Addendum to Amended and Restated Distribution Agreement (Ivy
International Strategic Bond Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(15) Addendum to Amended and Restated Distribution Agreement (Ivy
European Opportunities Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(16) Amended and Restated Distribution Agreement, filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(17) Addendum to Amended and Restated Distribution Agreement (Ivy
Cundill Value Fund) to be filed by amendment.

(f) Bonus or Profit Sharing Contracts: Inapplicable.

(g) Custodian Agreements:

(1) Custodian Agreement between Ivy Fund and Brown Brothers
Harriman & Co., filed with Post-Effective Amendment No. 102
and incorporated by reference herein.

(2) Foreign Custody Manager Delegation Agreement between Ivy
Fund and Brown Brothers Harriman & Co., filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(h) Other Material Contracts:

(1) 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. 102 and incorporated by
reference herein.

(2) Addendum to Administrative Services Agreement Supplement for
Ivy International Fund, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(3) Administrative Services Agreement Supplement for Ivy
Emerging Growth Fund, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(4) Administrative Services Agreement Supplement for Ivy Money
Market Fund, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(5) Administrative Services Agreement Supplement for Ivy China
Region Fund, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(6) Administrative Services Agreement Supplement for Class I
Shares of Ivy International Fund, filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(7) 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. 102 and
incorporated by reference herein.

(8) Fund Accounting Services Agreement Supplement for Ivy Growth
with Income Fund, filed with Post-Effective Amendment No.
102 and incorporated by reference herein.

(9) Fund Accounting Services Agreement Supplement for Ivy China
Region Fund, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(10) Transfer Agency and Shareholder Services Agreement between
Ivy Fund and Ivy Management, Inc., filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(11) Addendum to Transfer Agency and Shareholder Services
Agreement, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(12) Assignment Agreement relating to Transfer Agency and
Shareholder Services Agreement, filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(13) Administrative Services Agreement Supplement for Ivy Latin
America Strategy Fund, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(14) Administrative Services Agreement Supplement for Ivy New
Century Fund, filed with Post-Effective Amendment No. 102
and incorporated by reference herein.

(15) Fund Accounting Services Agreement Supplement for Ivy Latin
America Strategy Fund, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(16) Fund Accounting Services Agreement Supplement for Ivy New
Century Fund, filed with Post-Effective Amendment No. 102
and incorporated by reference herein.

(17) Addendum to Transfer Agency and Shareholder Services
Agreement, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(18) Administrative Services Agreement Supplement for Ivy
International Bond Fund, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(19) Fund Accounting Services Agreement Supplement for
International Bond Fund, filed with Post-Effective Amendment
No. 102 and incorporated by reference herein.

(20) Addendum to Transfer Agency and Shareholder Services
Agreement, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(21) Addendum to Transfer Agency and Shareholder Services
Agreement, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(22) 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. 102
and incorporated by reference herein.

(23) 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. 102
and incorporated by reference herein.

(24) Form of Administrative Services Agreement Supplement (Class
C) 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 Post-Effective Amendment No. 84 and incorporated by
reference herein.

(25) Form of Addendum to Transfer Agency and Shareholder Services
Agreement (Class C), filed with Post-Effective Amendment No.
84 and incorporated by reference herein.

(26) Form of Administrative Services Agreement Supplement for Ivy
Global Science & Technology Fund, filed with Post-Effective
Amendment No. 86 and incorporated by reference herein.

(27) Form of Fund Accounting Services Agreement Supplement for
Ivy Global Science & Technology Fund, filed with
Post-Effective Amendment No. 86 and incorporated by
reference herein.

(28) Form of Addendum to Transfer Agency and Shareholder Services
Agreement for Ivy Global Science & Technology Fund, filed
with Post-Effective Amendment No. 86 and incorporated by
reference herein.

(29) Form of Administrative Services Agreement Supplement for Ivy
Global Natural Resources Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund, filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(30) Form of Fund Accounting Services Agreement Supplement for
Ivy Global Natural Resources Fund, Ivy Asia Pacific Fund and
Ivy International Small Companies Fund, filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(31) Form of Addendum to Transfer Agency and Shareholder Services
Agreement for Ivy Global Natural Resources Fund, Ivy Asia
Pacific Fund and Ivy International Small Companies Fund,
filed with Post-Effective Amendment No. 89 and incorporated
by reference herein.

(32) Form of Administrative Services Agreement Supplement for Ivy
Pan-Europe Fund, filed with Post-Effective Amendment No. 94
and incorporated by reference herein.

(33) Form of Fund Accounting Services Agreement Supplement for
Ivy Pan-Europe Fund, filed with Post-Effective Amendment No.
94 and incorporated by reference herein.

(34) Form of Addendum to Transfer Agency and Shareholder Services
Agreement for Ivy Pan-Europe Fund, filed with Post-Effective
Amendment No. 94 and incorporated by reference herein.

(35) Form of Administrative Services Agreement Supplement for Ivy
International Fund II, filed with Post-Effective Amendment
No. 94 and incorporated by reference herein.

(36) Form of Fund Accounting Services Agreement Supplement for
Ivy International Fund II, filed with Post-Effective
Amendment No. 94 and incorporated by reference herein.

(37) Form of Addendum to Transfer Agency and Shareholder Services
Agreement for Ivy International Fund II, filed with
Post-Effective Amendment No. 94 and incorporated by
reference herein.

(38) Form of Administrative Services Agreement Supplement
(Advisor Class) for Ivy Asia Pacific Fund, Ivy Bond Fund,
Ivy Canada Fund, Ivy China Region Fund, Ivy Emerging Growth
Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy
Growth with Income Fund, Ivy International Bond Fund, Ivy
International Fund II, Ivy International Small Companies
Fund, Ivy Latin America Strategy Fund, Ivy New Century Fund
and Ivy Pan-Europe Fund, filed with Post-Effective Amendment
No. 96 and incorporated by reference herein.

(39) Form of Addendum to Transfer Agency and Shareholder Services
Agreement (Advisor Class), filed with Post-Effective
Amendment No. 96 and incorporated by reference herein.

(40) Addendum to Administrative Services Agreement (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(41) Addendum to Fund Accounting Services Agreement (Ivy
Developing Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(42) Addendum to Transfer Agency and Shareholder Services
Agreement (Ivy Developing Nations Fund, Ivy South America
Fund, Ivy US Emerging Growth Fund, Ivy High Yield Fund),
filed with Post-Effective Amendment No. 98 and incorporated
by reference herein.

(43) Addendum to Fund Accounting Services Agreement (Ivy High
Yield Fund), filed with Post-Effective Amendment No. 98 and
incorporated by reference herein.

(44) Addendum to Administrative Services Agreement (Ivy High
Yield Fund), filed with Post-Effective Amendment No. 98 and
incorporated by reference herein.

(45) Amended Addendum to Transfer Agency and Shareholder Services
Agreement (Ivy Developing Nations Fund, Ivy South America
Fund, Ivy US Emerging Growth Fund, Ivy High Yield Fund),
filed with Post-Effective Amendment No. 98 and incorporated
by reference herein (a corrected version of which was filed
with Post-Effective Amendment No. 99).

(46) Addendum to Transfer Agency and Shareholder Services
Agreement (Ivy US Blue Chip Fund), filed with Post-Effective
Amendment No. 101 to Registration Statement 2-17613 and
incorporated by reference herein.

(47) Addendum to Fund Accounting Services Agreement (Ivy US Blue
Chip Fund), to be filed with Post-Effective Amendment No.
101 to Registration Statement 2-17613 and incorporated by
reference herein.

(48) Addendum to Administrative Services Agreement (Ivy US Blue
Chip Fund), filed with Post-Effective Amendment No. 101 to
Registration Statement 2-17613 and incorporated by reference
herein.

(49) Addendum to Transfer Agency and Shareholder Services
Agreement (Ivy International Strategic Bond Fund) filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(50) Addendum to Fund Accounting Services Agreement (Ivy
International Strategic Bond Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(51) Addendum to Administrative Services Agreement (Ivy
International Strategic Bond Fundfiled with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(52) Addendum to Transfer Agency and Shareholder Services
Agreement (Ivy European Opportunities Fund) filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(53) Addendum to Fund Accounting Services Agreement (Ivy European
Opportunities Fundfiled with Post-Effective Amendment No.
110 and incorporated by reference herein.

(54) Addendum to Administrative Services Agreement (Ivy European
Opportunities Fund) filed with Post-Effective Amendment No.
110 and incorporated by reference herein.

(55) Addendum to Transfer Agency and Shareholder Services
Agreement (Ivy Cundill Value Fund) to be filed by amendment.

(56) Addendum to Fund Accounting Services Agreement (Ivy Cundill
Value Fund) to be filed by amendment.

(57) Addendum to Administrative Services Agreement (Ivy Cundill
Value Fund) to be filed by amendment.

(i) Legal Opinion: To be filed by amendment.

(j) Other Opinions: Opinion of accountants to be filed by amendment.

(k) Omitted Financial Statements: Initial balance sheet and report of
accountants to be filed by amendment.

(l) Initial Capital Agreements: Not applicable.

(m) Rule 12b-1 Plan:

(1) 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. 102 and
incorporated by reference herein.

(2) 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. 102 and incorporated by
reference herein.

(3) Distribution Plan for Class C Shares of Ivy Growth with
Income Fund, filed with Post-Effective Amendment No. 102 and
incorporated by reference herein.

(4) Form of Rule 12b-1 Related Agreement, filed with
Post-Effective Amendment No. 102 and incorporated by
reference herein.

(5) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares, filed with Post-Effective
Amendment No. 102 and incorporated by reference herein.

(6) Supplement to Distribution Plan for Ivy Fund Class B Shares,
filed with Post-Effective Amendment No. 103 and incorporated
by reference herein.

(7) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares, filed with Post-Effective
Amendment No. 103 and incorporated by reference herein.

(8) Supplement to Distribution Plan for Ivy Fund Class B Shares,
filed with Post-Effective Amendment No. 103 and incorporated
by reference herein.

(9) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares, filed with Post-Effective
Amendment No. 103 and incorporated by reference herein.

(10) Supplement to Distribution Plan for Ivy Fund Class B Shares,
filed with Post-Effective Amendment No. 103 and incorporated
by reference herein.

(11) Form of Supplement to Distribution Plan for Ivy Growth with
Income Fund Class C Shares (Redesignation as Class D
Shares), filed with Post-Effective Amendment No. 84 and
incorporated by reference herein.

(12) Form of Distribution Plan for 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 and Ivy New
Century Fund, filed with Post-Effective Amendment No. 85 and
incorporated by reference herein.

(13) Form of Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares (Ivy Global
Science & Technology Fund), filed with Post-Effective
Amendment No. 87 and incorporated by reference herein.

(14) Form of Supplement to Distribution Plan for Ivy Fund Class B
Shares (Ivy Global Science & Technology Fund), filed with
Post-Effective Amendment No. 87 and incorporated by
reference herein.

(15) Form of Supplement to Distribution Plan for Ivy Fund Class C
Shares (Ivy Global Science & Technology Fund), filed with
Post-Effective Amendment No. 87 and incorporated by
reference herein.

(16) Form of Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares (Ivy Global
Natural Resources Fund, Ivy Asia Pacific Fund and Ivy
International Small Companies Fund), filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(17) Form of Supplement to Distribution Plan for Ivy Fund Class B
Shares (Ivy Global Natural Resources Fund, Ivy Asia Pacific
Fund and Ivy International Small Companies Fund), filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(18) Form of Supplement to Distribution Plan for Ivy Fund Class C
Shares (Ivy Global Natural Resources Fund, Ivy Asia Pacific
Fund and Ivy International Small Companies Fund), filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(19) Form of Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares (Ivy
Pan-Europe Fund), filed with Post-Effective Amendment No. 94
and incorporated by reference herein.

(20) Form of Supplement to Distribution Plan for Ivy Fund Class B
Shares (Ivy Pan-Europe Fund), filed with Post-Effective
Amendment No. 94 and incorporated by reference herein.

(21) Form of Supplement to Distribution Plan for Ivy Fund Class C
Shares (Ivy Pan-Europe Fund), filed with Post-Effective
Amendment No. 94 and incorporated by reference herein.

(22) Form of Supplement to Master Amended and Restated
Distribution Plan for Ivy Fund Class A Shares (Ivy
International Fund II), filed with Post-Effective Amendment
No. 94 and incorporated by reference herein.

(23) Form of Supplement to Distribution Plan for Ivy Fund Class B
Shares (Ivy International Fund II), filed with
Post-Effective Amendment No. 94 and incorporated by
reference herein.

(24) Form of Supplement to Distribution Plan for Ivy Fund Class C
Shares (Ivy International Fund II), filed with
Post-Effective Amendment No. 94 and incorporated by
reference herein.

(25) Amendment to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy Developing Nations Fund,
Ivy South America Fund, Ivy US Emerging Growth Fund), filed
with Post-Effective Amendment No. 98 and incorporated by
reference herein.

(26) Amendment to Distribution Plan for Ivy Fund Class B Shares
(Ivy Developing Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(27) Amendment to Distribution Plan for Ivy Fund Class C Shares
(Ivy Developing Nations Fund, Ivy South America Fund, Ivy US
Emerging Growth Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(28) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy High Yield Fund), filed
with Post-Effective Amendment No. 98 and incorporated by
reference herein.

(29) Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy High Yield Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(30) Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy High Yield Fund), filed with Post-Effective Amendment
No. 98 and incorporated by reference herein.

(31) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy US Blue Chip Fund), filed
with Post-Effective Amendment No. 101 and incorporated by
reference herein.

(32) Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy US Blue Chip Fund), filed with Post-Effective Amendment
No. 101 and incorporated by reference herein.

(33) Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy US Blue Chip Fund), filed with Post-Effective Amendment
No. 101 and incorporated by reference herein.

(34) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy International Strategic
Bond Fund) filed with Post-Effective Amendment No. 110 and
incorporated by reference herein.

(35) Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy International Strategic Bond Fund) filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(36) Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy International Strategic Bond Fund) filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(37) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy European Opportunities
Fund) filed with Post-Effective Amendment No. 110 and
incorporated by reference herein.

(38) Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy European Opportunities Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(39) Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy European Opportunities Fund) filed with Post-Effective
Amendment No. 110 and incorporated by reference herein.

(40) Form of Distribution Plan For Ivy Fund Class B Shares, filed
with Post-Effective Amendment No. 107 and incorporated by
reference herein.

(41) Amended and Restated Distribution Plan for Ivy Fund Class A
Shares, filed with this Post-Effective Amendment No. 111.

(42) Supplement to Master Amended and Restated Distribution Plan
for Ivy Fund Class A Shares (Ivy Cundill Value Fund) to be
filed by amendment.

(43) Supplement to Distribution Plan for Ivy Fund Class B Shares
(Ivy Cundill Value Fund) to be filed by amendment.

(44) Supplement to Distribution Plan for Ivy Fund Class C Shares
(Ivy Cundill Value Fund) to be filed by amendment.

(n) Rule 18f-3 Plans:

(1) Plan adopted pursuant to Rule 18f-3 under the Investment
Company Act of 1940, filed with Post-Effective Amendment No.
83 and incorporated by reference herein.

(2) Form of Amended and Restated Plan adopted pursuant to Rule
18f-3 under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 85 and incorporated by
reference herein.

(3) Form of Amended and Restated Plan adopted pursuant to Rule
18f-3 under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 87 and incorporated by
reference herein.

(4) Form of Amended and Restated Plan adopted pursuant to Rule
18f-3 under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 89 and incorporated by
reference herein.

(5) Form of Amended and Restated Plan adopted pursuant to Rule
18f-3 under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 92 and incorporated by
reference herein.

(6) Form of Amended and Restated Plan adopted pursuant to Rule
18f-3 under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 94 and incorporated by
reference herein.

(7) Form of Amended and Restated Plan adopted pursuant to Rule
18f-3 under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 96 and incorporated by
reference herein.

(8) Amended and Restated Plan adopted pursuant to Rule 18f-3
under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 98 and incorporated by
reference herein (a corrected version of which was filed
with Post-Effective Amendment No. 99).

(9) Amended and Restated Plan adopted pursuant to Rule 18f-3
under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 101 to Registration Statement
2-17613 and incorporated by reference herein.

(10) Amended and Restated Plan adopted pursuant to Rule 18f-3
under the Investment Company Act of 1940, filed with
Post-Effective Amendment No. 110 and incorporated by
reference herein.

(11) Amended and Restated Plan adopted pursuant to Rule 18f-3
under the Investment Company Act of 1940, to be filed by
amendment.

(o) Codes of Ethics: To be filed by amendment.

Item 24. Persons Controlled by or Under Common
Control with the Fund: Not applicable

Item 25. Indemnification

A policy of insurance covering Ivy Management, Inc. and the
Registrant will insure the Registrant's trustees and officers
and others against liability arising by reason of an actual or
alleged breach of duty, neglect, error, misstatement,
misleading statement, omission or other negligent act.

Reference is made to Article VIII of the Registrant's Amended
and Restated Declaration of Trust, dated December 10, 1992,
filed with Post-Effective Amendment No. 71 and incorporated by
reference herein.

Item 26. 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 AND BUSINESS MANAGER TO nineteen
series of the Trust, Mackenzie Financial Corporation, the
adviser to Ivy Global Natural Resources Fund, Northern Cross
Investments Limited (the successor to Boston Overseas
Investors, Inc.), the subadviser to Ivy International Fund,
Henderson Investment Management Limited, the subadviser to Ivy
European Opportunities Fund and a portion of Ivy International
Small Companies Fund, and Peter Cundill & Associates (Bermuda)
Ltd., the subadviser to Ivy Cundill Value Fund.

The list required by this Item 26 of officers and directors of
Ivy Management, Inc., Mackenzie Financial Corporation,
Northern Cross Investments Limited, Henderson Investment
Management Limited, and Peter Cundill & Associates (Bermuda)
Ltd., 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.

Item 27. Principal Underwriters

(a) Ivy Mackenzie Distributors, Inc. ("IMDI"), formerly
Mackenzie Ivy Funds Distributors, Inc., 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. IMDI is the successor to MIMI's
distribution activities. IMDI also serves as the distributor
for Mackenzie Solutions.

(b) The information required by this Item 27 regarding each
director, officer or partner of IMDI is incorporated by
reference to Schedule A of Form BD filed by IMDI pursuant to
the Securities Exchange Act of 1934.

Item 28. 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.

Item 29. Management Services: Not applicable.

Item 30. Undertakings: Not applicable.

<PAGE>

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. 111 to its Registration Statement to be signed on
its behalf by the undersigned, duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts, on the 28th day of January, 2000.

IVY FUND

BY: JAMES W. BROADFOOT***
---------------------
President

***By: /S/ JOSEPH R. FLEMING
Joseph R. Fleming, Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 110 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.

SIGNATURES TITLE DATE

JOHN S. ANDEREGG, JR.* Trustee 1/28/00

PAUL H. BROYHILL* Trustee 1/28/00

JAMES W. BROADFOOT*** Trustee and President 1/28/00

KEITH J. CARLSON** Trustee and Chairman 1/28/00
(Chief Executive Officer)

STANLEY CHANNICK* Trustee 1/28/00

FRANK W. DEFRIECE, JR.* Trustee 1/28/00

C. WILLIAM FERRIS* Treasurer (Chief 1/28/00
Financial Officer)

JOSEPH G. ROSENTHAL* Trustee 1/28/00

RICHARD N. SILVERMAN* Trustee 1/28/00

DIANNE LISTER*** Trustee 1/28/00

J. BRENDAN SWAN* Trustee 1/28/00

EDWARD M. TIGHE*** Trustee 1/28/00

By: /S/ JOSEPH R. FLEMING
Joseph R. Fleming, Attorney-in-Fact

* Executed pursuant to powers of attorney filed with Post-Effective
Amendments Nos. 69, 73, 74, 84 and 89 to Registration Statement No.
2-17613.

** Executed pursuant to power of attorney filed with Post-Effective
Amendment No. 89 to Registration Statement No. 2-17613.

*** Executed pursuant to power of attorney filed with this Post-Effective
Amendment No. 111 to Registration Statement No. 2-17613.

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints each of Joseph R. Fleming and Sheldon A. Jones its 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 notices,
amendments or supplements related 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 the
undersigned 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 as
of the 25th day of January, 2000.

IVY FUND

BY: /S/ JAMES W. BROADFOOT
----------------------
James W. Broadfoot, President

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints each of Joseph R. Fleming and Sheldon A. Jones 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 applicable to Ivy Fund and any notices, 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 as
of the 25th day of January, 2000.

BY: TITLE:
- -- -----

/S/ JAMES W. BROADFOOT President and Trustee
- ----------------------
James W. Broadfoot

<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes
and appoints each of Joseph R. Fleming and Sheldon A. Jones her true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution for her in her name, place, and stead, to sign any and all
registration statements applicable to Ivy Fund and any notices, 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 she 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 as
of the 17th day of January, 2000.

BY: TITLE:
- -- -----

/S/ DIANNE LISTER Trustee
- ------------------
Dianne Lister

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has subscribed to these presents as
of the 17th day of January, 2000.

BY: TITLE:
- -- -----

/S/ EDWARD M. TIGHE Trustee
- -------------------
Edward M. Tighe

<PAGE>

EXHIBIT INDEX

Exhibit (m)(41): Amended and Restated Distribution
pLAN for Ivy Fund Class A Shares

<PAGE>

AMENDED AND RESTATED DISTRIBUTION PLAN
FOR IVY FUND CLASS A SHARES

WHEREAS, Ivy Fund (the "Fund") is registered as an open-end investment
company under the Investment Company Act of 1940 (the "Act") and consists of one
or more separate investment portfolios (the "Portfolios") as may be established
and designated from time to time;

WHEREAS, the Fund and Ivy Mackenzie Distributors, Inc. (the
"Distributor"), a broker-dealer registered under the Securities Exchange Act of
1934, have entered into a Distribution Agreement pursuant to which the
Distributor will act as a distributor of shares of the Fund for sale to the
public; and

WHEREAS, the Board of Trustees of the Fund has adopted a Plan (the
"Plan"), in accordance with the requirements of the Act and has determined that
there is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.

NOW THEREFORE, The Fund hereby amends and restates the Plan to apply
only to Class A shares on the following terms and conditions:

1. The Plan will pertain to the Class A shares of Ivy Asia Pacific
Fund, Ivy Bond Fund, Ivy China Region Fund, Ivy Developing Nations Fund, Ivy
European Opportunities Fund, Ivy Global Fund, Ivy Global Natural Resources Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy Growth with Income
Fund, Ivy International Fund, Ivy International Fund II, Ivy International Small
Companies Fund, Ivy International Strategic Bond Fund, Ivy Money Market Fund,
Ivy Pan-Europe Fund, Ivy South America Fund, Ivy US Blue Chip Fund, Ivy US
Emerging Growth Fund and such other Portfolios as shall be designated from time
to time by the Board of Trustees in any supplement to the Plan ("Supplement").

2. The Fund will reimburse the Distributor for payments made to
brokers, which are unaffiliated with the Distributor, for account maintenance
and personal service to shareholders (the "Service Fee"). The services for which
Service Fees may be made include, among others, advising clients or customers
regarding the purchase, sale or retention of Class A shares of a Portfolio,
answering routine inquiries concerning a Portfolio, assisting shareholders in
changing options or enrolling in specific plans and providing shareholders with
information regarding the Portfolio and related developments. The Distributor
will be reimbursed for such payments, subject to any applicable restriction
imposed by Rules of the National Association of Securities Dealers, Inc., on a
monthly basis up to an amount equal on an annual basis to 0.25% of the average
daily net asset value of outstanding Class A shares of a Portfolio that are
registered in the name of a broker as nominee or held in a shareholder account
that designates a broker as broker of record. Service Fees for which the
Distributor will be reimbursed may also be used by the Distributor or its
affiliates to compensate certain entities in addition to brokers, such as banks,
investment advisers, financial institutions and pension plan administrators, for
rendering certain shareholder liaison services similar to those rendered for
Service Fees, PURSUANT TO A related agreement between the Distributor or its
affiliate and such entity. In the case of Ivy Growth Fund, Ivy Growth with
Income Fund and Ivy International Fund the fee will apply only to Class A shares
of each Portfolio which were issued after December 31, 1991. Payments made out
of or charged against the assets attributable to the Class A shares of a
Portfolio must be in reimbursement for distribution services rendered for or on
behalf of that Portfolio. The costs and expenses not reimbursed in any one given
month may be reimbursed in a subsequent month. The Plan does not provide for
payment of interest or carrying charges as distribution expenses.

3. The Plan shall not take effect with respect to Class A of a
Portfolio until it has been approved by a vote of at least a majority (as
defined in the Act) of the outstanding voting securities of Class A of a
Portfolio. With respect to the submission of the Plan for such a vote, it shall
have been effectively approved with respect to Class A of a Portfolio if a
majority of the outstanding voting securities of Class A of the Portfolio votes
for approval of the Plan, notwithstanding that the matter has not been approved
by a majority of the outstanding voting securities of the Fund or of any other
Portfolio or class.

4. The Plan shall not take effect until it has been approved, together
with any related agreements and supplements, by votes of a majority of both (a)
the Board of Trustees of the Fund, and (b) those Trustees of the Fund who are
not "interested persons" (as defined in the Act) and have no direct or indirect
financial interest in the operation of the Plan or any agreements related to it
(the "Plan Trustees"), case in person at a meeting (or meetings) called for the
purpose of voting on the Plan and such related agreements.

5. The Plan shall continue in effect so long as such continuance is
specifically approved at least annually in the manner provided for approval of
the Plan in paragraph 4.

6. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to the Plan or any related agreement shall provide
to the Fund's Board of Trustees, and the Board shall review, at least quarterly,
a written report of the amounts so expended and the purposes for which such
expenditures were made.

7. Any agreement related to the Plan shall be in writing and shall
provide: (a) that such agreement may be terminated at any time as to a
Portfolio, without payment of any penalty, by vote of a majority of the Plan
Trustees or by vote of a majority of the outstanding voting securities of Class
A of the Portfolio, on not more than sixty (60) days' written notice to any
other party to the agreement; and (b) that such agreement shall terminate
automatically in the event of its assignment.

8. The Plan may be terminated at any time with respect to a Portfolio,
without payment of any penalty, by vote of a majority of the Plan Trustees, or
by vote of a majority of the outstanding voting securities of Class A of the
Portfolio. If the Plan is terminated with respect to a Portfolio, that Portfolio
will not be obligated to reimburse the Distributor for any unreimbursed trail
fee payments.

9. The Plan maybe amended at any time with respect to a Portfolio by
the Board of Trustees, provided that (a) any amendment to increase materially
the costs which the Portfolio may bear for distribution pursuant to the Plan
shall be effective only upon approval by a vote of a majority of the outstanding
voting securities of Class A of the Portfolio, and (b) any material amendments
of the terms of the Plan shall become effective only upon approval as provided
in paragraph hereof.

10. While the Plan is in effect, the selection and nomination of
Trustees who are not interested persons (as defined in the Act) of the Fund
shall be committed to the discretion of the Trustees who are not interested
persons.

11. The Fund shall preserve copies of the Plan, any related agreement
and any report made pursuant to paragraph 6 hereof, for a period of not less
than six (6) years form the date of the Plan, such agreement or report, as the
case may be, the first two (2) years of which shall be in an easily accessible
place.

12. It is understood and expressly stipulated that neither the holders
of shares of the Fund nor any Trustee, officer, agent or employees of the Fund
shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, but
the Fund only shall be liable.

IN WITNESS WHEREOF, the Fund has adopted this Amended and Restated
Distribution Plan as of the 3rd day of December, 1999.

IVY FUND

BY: /S/ JAMES W. BROADFOOT
----------------------
James W. Broadfoot, President