EXHIBIT 5(n)
IVY FUND
MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Asia Pacific Fund
Ivy International Small Companies Fund
AGREEMENT made as of the 31st day of December, 1996, by and
between Ivy Fund (the "Trust") and Ivy Management, Inc. (the
"Manager").
WHEREAS, the Trust is an open-end investment company,
organized as a Massachusetts business trust, and consists of such
separate investment portfolios as have been or may be established
and designated by the Trustees of the Trust from time to time;
WHEREAS, a separate class of shares of the Trust is offered
to investors with respect to each investment portfolio;
WHEREAS, the Trust has adopted a Master Business Management
and Investment Advisory Agreement dated December 31, 1991 (the
"Master Agreement"), pursuant to which the Trust has appointed
the Manager to provide the business management and investment
advisory services specified in that Master Agreement; and
WHEREAS, Ivy Asia Pacific Fund and Ivy International Small
Companies Fund (each, a "Fund" and collectively the "Funds") are
separate investment portfolios of the Trust.
NOW, THEREFORE, the Trustees of the Trust hereby take the
following actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Trust
hereby adopts the Master Agreement with respect to the Funds, and
the Manager hereby acknowledges that the Master Agreement shall
pertain to the Funds, the terms and conditions of such Master
Agreement being hereby incorporated herein by reference.
2. The term "Portfolio" as used in the Master Agreement
shall, for purposes of this Supplement, pertain to each Fund.
3. As provided in the Master Agreement and subject to
further conditions as set forth therein, each Fund shall pay the
Manager a monthly fee on the first business day of each month
based upon the average daily value (as determined on each
business day at the time set forth in the Prospectus of each Fund
for determining net asset value per share) of the net assets of
that Fund during the preceding month at the annual rate of 1.00%.
4. This Supplement and the Master Agreement (together, the
"Agreement") shall become effective with respect to each of the
Funds as of the date specified above, and unless sooner
terminated as hereinafter provided, the Agreement shall remain in
effect with respect to a Fund for a period of more than two (2)
years from such date only so long as the continuance is
specifically approved at least annually (a) by the vote of a
majority of the outstanding voting securities of that Fund (as
defined in the Investment Company Act of 1940, as amended (the
"1940 Act")) or by the Trust's entire Board of Trustees and (b)
by the vote, cast in person at a meeting called for that purpose,
of a majority of the Trust's Independent Trustees. This
Agreement may be terminated with respect to a Fund at any time,
without payment of any penalty, by vote of a majority of the
outstanding voting securities of that Fund (as defined in the
0000 Xxx) or by vote of a majority of the Trust's entire Board of
Trustees on sixty (60) days' written notice to the Manager or by
the Manager on sixty (60) days' written notice to the Trust.
This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
IVY FUND, on behalf of
Ivy Asia Pacific Fund and
Ivy International Small Companies Fund
By: _____________________________
Xxxxxxx X. Xxxxxx, President
IVY MANAGEMENT, INC.
By: _____________________________
Xxxxxxx X. Xxxxxx, President
