AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST OF IVY FUND
We, the undersigned, being at least a majority of the Trustees of Ivy
Fund (the "Trust"), a voluntary association created under an Agreement and
Declaration of Trust, dated December 21, 1983, as amended and restated December
10, 1992, a copy of which document is on file in the office of the Secretary of
The Commonwealth of Massachusetts, do hereby amend said Amended and Restated
Agreement and Declaration of Trust as follows for the purpose of correcting a
defective provision contained therein:
Paragraph (c)(3) of "The Redesignation of Shares of Beneficial Interest
and Establishment and Designation of Additional Class of Shares of Beneficial
Interest, No Par Value Per Share," relating to Classes A and C of the Ivy Growth
with Income Fund series of the Trust, a copy of which instrument was filed with
the Secretary of The Commonwealth of Massachusetts on June 28, 1993, is hereby
amended to read in its entirety as follows:
(3) The conversion of Class C Shares into Class A Shares may be
suspended if (a) a ruling of the Internal Revenue Service (the "IRS")
to the effect that the conversion of Class C Shares does not constitute
a taxable event under Federal income tax law is revoked or (b) an
opinion of counsel on such tax matter is withdrawn or (c) the Board of
Trustees determines that continuing such conversions would have
material, adverse tax consequences for Ivy Growth with Income Fund or
its shareholders.
The undersigned hereby determine that the foregoing amendment shall
become effective upon filing with the office of the Secretary of The
Commonwealth of Massachusetts.
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇ /S/ ▇▇▇▇▇ ▇. MILLER_________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., as Trustee ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee
/S/ ▇▇▇▇ ▇. BROYHILL____________________ ____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as Trustee ▇▇▇▇▇▇▇ ▇. Peers, as Trustee
/S/ ▇▇▇▇▇▇▇ CHANNICK____________________ /S/ ▇▇▇▇▇▇ ▇. ROSENTHAL_____________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Trustee ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee
/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇._______________ /S/ ▇▇▇▇▇▇▇ ▇. SILVERMAN____________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., as Trustee ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee
/S/ ▇▇▇▇▇▇▇ ▇. LANDRY___________________ /S/ ▇▇▇▇▇ ▇. SWAN___________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as Trustee ▇▇▇▇▇ ▇. ▇▇▇▇, as Trustee