IVY FUND
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Emerging Growth Fund
AGREEMENT made as of the 5th day of March, 1993, by and between Ivy
Fund (the "Fund") and Ivy Management Inc. (the "Manager").
WHEREAS, the Fund 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 Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement ("Master Agreement") dated December 31, 1991,
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy Emerging Growth Fund (the "Portfolio") is a separate
investment portfolio of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts the
Master Agreement with respect to the Portfolio, and the Manager hereby
acknowledges that the Master Agreement shall pertain to the Portfolio, 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 the Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, the Portfolio 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 for
determining net asset value per share) of the net assets of the Portfolio during
the preceding month at the annual rate of 0.85%.
4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to the Portfolio as of the date specified
above and unless sooner terminated as hereinafter provided, the Agreement shall
remain in effect with respect to the Portfolio 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 the Portfolio (as defined in the 0000 Xxx) or by the Fund'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 Fund's Independent Trustees. This Agreement
may be terminated with respect to the Portfolio at any time, without payment of
any penalty, by vote of a majority of the outstanding voting securities of the
Portfolio (as defined in the 0000 Xxx) or by vote of a majority of the Fund'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 Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).
IVY FUND,
on behalf of Ivy Emerging Growth Fund
By: /s/ Xxxxxxx X. Xxxxxx
TITLE: President
IVY MANAGEMENT INC.
By: /s/ Xxxxxxx X. Xxxxxx
TITLE: President
