EXHIBIT (M)(46)
SUPPLEMENT TO
AMENDED AND RESTATED DISTRIBUTION PLAN
FOR IVY FUND CLASS B SHARES
Ivy International Growth Fund
WHEREAS, Ivy Fund is registered as an open-end investment company under
the Investment Company Act of 1940 (the "1940 Act") and consists of one or more
separate investment portfolios as may be established and designated from time to
time (each, a "Portfolio");
WHEREAS, the Board of Trustees of Ivy Fund has adopted an Amended and
Restated Distribution Plan dated March 16, 1999 (the "Plan"), in accordance with
the requirements of the 1940 Act, and determined that there is a reasonable
likelihood that the Plan will benefit Ivy Fund and its shareholders; and
WHEREAS, the Board of Trustees of Ivy Fund, pursuant to Section 1 of
the Plan, desires to supplement the Plan so that it pertains to the Class B
Shares of a new Portfolio of Ivy Fund referred to as Ivy International Growth
Fund.
NOW THEREFORE, the Board of Trustees of Ivy Fund having determined that
the Plan shall pertain to the Class B shares of Ivy International Growth Fund
hereby adopts this Supplement, to be effective as of the date the Registration
Statement pertaining to Ivy International Growth Fund filed with the Securities
and Exchange Commission pursuant to Rule 485(a)(1) under the Securities Act of
1933 first becomes effective.
IVY FUND
/s/ JAMES W. BROADFOOT
By: __________________________
James W. Broadfoot, President
