MACKENZIE INVESTMENT MANAGEMENT INC
TRANSFER AGENCY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.23
<SEQUENCE>9
<FILENAME>ex10-23.txt
<DESCRIPTION>TRANSFER AGENCY AGREEMENT
<TEXT>

<PAGE>   1
                                                                   Exhibit 10.23

                         TRANSFER AGENCY AND SHAREHOLDER
                               SERVICES AGREEMENT

         Agreement made as of the 1st day of January, 1992, by Ivy Fund (the
"Trust") and Ivy Management Inc. ("Ivy Management").

         WHEREAS, the Trust is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;

         WHEREAS, the Trust desires transfer agency functions for the purpose of
recording the transfer, issuance and redemption of Shares and Funds,
transferring the Shares, disbursing dividends and other distributions to
shareholders of the Trust and performing such other services as further agreed
between the Trust and Ivy Management;

         WHEREAS, the Trust desires certain shareholder services of Ivy
Management with respect to such Funds as further agreed between the Trust and
Ivy Management; and

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree as follows:

         1. APPOINTMENT. The Trust hereby appoints Ivy Management to provide the
transfer agency and shareholder services specified in this Agreement and any
schedules to this Agreement with regard to such Funds, currently consisting of
Ivy Growth Fund, Ivy Growth with Income Fund, Ivy International Fund and Ivy
Money Market Fund, and Ivy Management hereby accepts such appointment. If the
Board of Trustees, pursuant to the Agreement and Declaration of Trust hereafter
establish and designate a new Fund, Ivy Management agrees that it will act as
transfer agent with the terms set forth herein. The Trustees shall cause a
written notice to be sent to Ivy Management to the effect that it has
established a new Fund and that it appoints Ivy Management as transfer agent and
shareholder servicing agent for the new Fund. Such written notice must be
received by Ivy Management in a reasonable period of time prior to the
commencement of operations of the new Fund to allow Ivy Management, in the
ordinary cause of its business, to prepare to perform its duties for such new
Fund.

         2.       COMPENSATION.

                  (a) The Trust will compensate Ivy Management for the
performance of its obligations hereunder in accordance with the fees set forth
in the written schedule of fees annexed hereto as Schedule A and incorporated




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herein. Schedule A does not include out-of-pocket expenses of Ivy Management for
which the Trust will reimburse Ivy Management monthly.

                  Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in the written schedule of out-of-pocket charges
annexed hereto as Schedule B and incorporated herein. Schedule B may be modified
by Ivy Management upon not less than 60 days prior written notice to the Trust
as mutually agreed upon. Unspecified out-of-pocket expenses shall be limited to
those out-of-pocket expenses reasonably incurred by Ivy Management in the
performance of its obligations hereunder.

                  (b) Any compensation agreed to hereunder may be adjusted from
time to time by replacing Schedule A of this a\Agreement with a revised Fee
Schedule, dated and signed by a duly authorized officer of each party hereto.

         3.       DUTIES OF IVY MANAGEMENT.

                  (a) Ivy Management shall be responsible for administering
and/or performing transfer agent functions; for acting as service agent in
connection with dividend and distribution functions; and for providing certain
shareholder services. The operating standards and procedures to be followed
shall be determined from time to time by agreement between Ivy Management and
the Trust and shall be expressed in a written schedule of the duties of Ivy
Management annexed hereto as Schedule C and incorporated herein.

                  (b) In addition to the duties expressly set forth in Schedule
C to this Agreement, Ivy Management shall perform such other duties and
functions, and shall be paid such amounts therefor, as may from time to time be
agreed upon in writing between the Trust and Ivy Management. Such other duties
and functions shall be reflected in a written amendment to Schedule C, dated and
signed by a duly authorized officer of each party hereto. The compensation for
such other duties and functions shall be reflected in a written amendment to
Schedule A pursuant to paragraph 3(b) hereof.

                  (c) In rendering the services required under this Agreement,
Ivy Management may, at its expense, employ, consult or associate with itself
such person or persons as it believes necessary to assist it in carrying out its
obligation under this Agreement; provided that any such action shall not relive
Ivy Management of its responsibilities hereunder.


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                  (d) In the event that Ivy Management provides any services to
the Funds or pays or assumes any expenses of the Funds, which Ivy Management is
not obligated to provide, pay or assume under this Agreement, Ivy Management
shall not be obligated hereby to provide the same or any similar service to the
Funds or to pay or assume the same or any similar expenses of the Funds in the
future; provided, that nothing herein contained shall be deemed to relieve Ivy
Management of any obligations to the Funds under any separate agreement or
arrangement between the parties.

         4. DOCUMENTS. In connection with the appointment of Ivy Management (or
as soon as practicable thereafter), the Trust shall furnish Ivy Management with
the following documents:

                  (a) A copy of the resolution of the Trustees authorizing the
execution and delivery of this Agreement;

                  (b) A specimen of the certificate for Shares of each of the
Funds in the form approved by the Trustees;

                  (c) Specimens of all account application forms and other
documents relating to Shareholder accounts or to any plan, program or service
offered by the Trust;

                  (d) A list of Shareholders of the existing Funds with the
name, address and taxpayer identification number of each Shareholder, and the
number of Shares of the existing Funds held by each, certificate numbers and
denominations (if any certificates have been issued) and lists of any accounts
against which stop transfer orders have been placed, together with the reasons
therefor; and

                  (e) A signature card bearing the signatures of any officer of
the Trust or other Authorized Person who will sign Written Instructions.

         5. FURTHER DOCUMENTATION. The Trust will also furnish from time to time
the following documents:

                  (a) Each resolution of the Trustees authorizing the original
issuance of Shares and the establishment and designation of any new Fund;



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                  (b) The Registration Statement of the Trust and all
pre-effective and post-effective amendments thereto filed with the Commission;

                  (c) A copy of each amendment to the Declaration of Trust and
the By-Laws of the Trust;

                  (d) Copies of each vote of the Trustees designating Authorized
Persons.

                  (e) Certificates as to any change in any officer or Trustees
of the Trust; and

                  (f) Such other certificates, documents or opinions as Ivy
Management reasonable deems to be appropriate or necessary for the proper
performance of its duties hereunder.

         6. RECORDS. All records required to be maintained and preserved by the
Funds pursuant to the provisions or rules or regulations of the Securities and
Exchange Commission ("SEC") under Section 31(a) of the Investment Company Act of
1940 (the "1940 Act") and maintained and preserved by Ivy Management on behalf
of the Funds, including any such records maintained by Ivy Management in
connection with the performance of its obligations hereunder, are the property
of the Funds and shall be surrendered by Ivy Management promptly on request by
the Funds; PROVIDED, that Ivy Management at its own expense may make and retain
copies of any such records.

         7. SOFTWARE AND RELATED MATERIALS. All computer programs, written
procedures, and similar items developed or acquired and used by Ivy Management
in performing its obligations under this Agreement shall be the property of Ivy
Management, and the Fund will not acquire any ownership interest therein or
property rights with respect thereto.

         8. SERVICES TO OTHER CLIENTS. Nothing herein contained shall limit the
freedom of Ivy Management or any affiliated person of Ivy Management to render
services of the types contemplated hereby to other persons, firms or
corporations, including but not limited to other investment companies, or to
engage in other business activities.



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         9.       STANDARD OF CARE. Ivy Management shall give the Fund the
benefit of Ivy Management's best judgment and efforts in rendering the Funds
transfer agency and shareholder services pursuant to paragraph 3 of this
Agreement. As an inducement to Ivy Management's undertaking to render these
services, the Funds agree that Ivy Management shall not be liable under this
Agreement for any mistake in judgment or in any other event whatsoever except
for lack of good faith, provided that nothing in this Agreement shall be deemed
to protect or purport to protect Ivy Management against any liability to the
Funds or their shareholders to which Ivy Management would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of Ivy Management's duties under this Agreement or by reason of Ivy
Management's reckless disregard of its obligations and duties hereunder.

         10.      RELIANCE BY IVY MANAGEMENT; INSTRUCTIONS.

                  (a) Ivy Management will be protected in acting upon Written or
Oral Instructions reasonable believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Trust. Ivy Management will also be protected in processing
Share Certificates which it reasonable believes to bear the proper manual or
facsimile signatures of a duly authorized officer of the Trust and if it bears
the proper countersignature of Ivy Management.

                  (b) At any time Ivy Management may apply to any Authorized
Person of the Trust for Written Instructions and may seek advice from legal
counsel for the Trust, or its own legal counsel, with respect to any matter
arising in connection with this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in good faith in accordance with
such Written Instructions or in accordance with the opinion of counsel for the
Trust. Written Instructions requested by Ivy Management will be provided by the
Trust within a reasonable period of time. In addition, Ivy Management, its
officers, agent or employees, shall accept Oral Instructions or Written
Instructions given to them by any person representing or acting on behalf of the
Trust only if said representative is known by Ivy Management, or its officers,
agents or employees, to be an Authorized Person. Ivy Management shall have no
duty or obligation to in quire into, nor shall Ivy Management be responsible
for, the legality of any act done by it in reasonable reliance upon the request
or direction of an Authorized Person.



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                  (c) Notwithstanding any of the foregoing provisions of this
Agreement, Ivy Management shall be under no duty or obligation to inquire into,
and shall not be liable for: (i) the legality of the issuance or sale of any
Shares or the sufficiency of the amount to be received therefor; (ii) the
legality of the redemption of any Shares, or the propriety of the amount to be
paid therefor; (iii) the legality of the declaration of any dividend by the
Trustees, or the legality of the issuance of any Shares in payment of any
dividend; or (iv) the legality of any recapitalization or readjustment of the
Shares.

         11. INDEMNIFICATION. The Trust will indemnify Ivy Management against
and hold it harmless from any and all losses, claims, damages, liabilities or
expenses resulting from any claim, demand, action or suit not resulting form the
bad faith or negligence of Ivy Management or its agents or subcontractors, and
arising out of, or in connection with, its duties on behalf of the Trust
hereunder. Except for any losses, claims, damages, liabilities or expenses
resulting from the willful misfeasance, bad faith or gross negligence of Ivy
Management or its agents or subcontractors, the Trust will indemnify Ivy
Management against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses resulting from any claim, demand, action or
suit as a result of: (i) any action taken in accordance with Written or Oral
Instructions, or any other instructions, or share certificates reasonably
believed by Ivy Management to be genuine and to be signed, countersigned or
executed, or orally communicated by an Authorized Person; (ii) any action taken
in accordance with written or oral advice reasonable believed by Ivy Management
to have been given by counsel for the Trust; or (iii) any action taken as a
result of any error or omission caused by the Trust or any of its authorized
agents in any record (including but not limited to magnetic tapes, computer
printouts, hard copies and microfilm copies ) delivered, or caused to be
delivered by the Trust to Ivy Management in connection with this Agreement
provided that said information was not contingent on transfer agent records.



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         In any case in which the Trust may be asked to indemnify or hold Ivy
Management harmless, the Trust shall be advised of all pertinent facts
concerning the situation in question and Ivy Management will use reasonable care
to identify and notify the Trust promptly concerning any situation which
presents or appears likely to present a claim for indemnification against the
Trust. The Trust shall have the option to defend Ivy Management against any
claim which may be the subject of this indemnification, and, in the event that
the Trust so elects, such defense shall be conducted by counsel chosen by the
Trust and satisfactory to Ivy Management, and thereupon the Trust shall take
over complete defense of the claim and Ivy Management shall sustain no further
legal or other expenses in such situation for which it seeks indemnification
under this paragraph 11. Ivy Management will not confess any claim or make any
compromise in any case in which the Trust will be asked to provide
indemnification, except with the Trust's prior written consent. The obligations
of the parties hereto under this paragraph shall survive the termination of this
Agreement.

         12.      AMENDMENT. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties.

         13.      ASSIGNMENT.

                  (a) Except as provided in Section 13(c) below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.

                  (b) This Agreement shall inure to the benefit of an be binding
upon the parties and their respective permitted successors and assigns.

                  (c) Ivy Management may, with notice to and consent of the part
of the Trust, which consent shall not be unreasonably withheld, subcontract for
the performance of certain services under this Agreement to qualified service
providers, which shall be registered as transfer agents under Section 17A of the
Securities Exchange Act of 1934 if such registration is require; provided,
however, that Ivy Management shall be as fully responsible to the Trust for the
acts and omissions of any subcontractor as it is for its own acts and omissions.



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         14. TERMINATION OF AGREEMENT. This Agreement may be terminated with
respect to a Fund, without the payment of any penalty, by Ivy Management upon at
least ninety (90) days prior written notice to that Fund, or by the Fund upon at
least sixty (60) days prior written notice to Ivy Management; PROVIDED, that in
the case of termination by a Fund, such action shall have been authorized by the
Trust's Board of Trustees, including that vote or written consent of a majority
of the Trust's Independent Trustees. This Agreement shall automatically and
immediately terminate in the event of its assignment by Ivy Management, or Ivy
Management's assignment or transfer of any interest hereunder, without the prior
written consent of the Funds as provided in paragraph 13 hereof.

         15. INTERPRETATION AND DEFINITION OF TERMS. Any question or
interpretation of any term or provision of this Agreement having a counterpart
in or otherwise derived from a term or provision of the 1940 Act shall be
resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any. Specifically, the terms "interested persons,"
"assignment" and "affiliated person," as used in this Agreement, shall have the
meanings assigned to them by Section 2(a) of the 1940 Act. In addition, whenever
used in this Agreement, the following words and phases, unless the context
otherwise requires, shall have the following meaning.

                  (a) "Authorized Person" shall be deemed to include the
President, any Vice President, the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer of the Trust, or any other person, whether
or not such person is an officer or employee of the Trust, duly authorized to
give Oral Instructions or Written Instruction on behalf of the Trust.

                  (b) "Custodian" refers to the custodian and any sub-custodian
of all securities and other property which the Trust may from time to time
deposit, or cause to be deposited or held under the name or account of such
custodian;

                  (c) "Agreement and Declaration of Trust" shall mean the
Declaration of Trust of the Trust dated December 21, 1983 as the same may be
amended form time to time;



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                  (d) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by Ivy Management from a person
reasonably believed by Ivy Management to be an Authorized Person;

                  (e) "Prospectus" shall mean the Trust's current prospectus and
statement of additional information relating to the registration of the Trust's
Shares under the Securities Act of 1933, as amended, and the 1940 Act;

                  (f) "Shares" refers to shares of beneficial interest of each
Fund of the Trust;

                  (g) "Shareholder" means a record owner of Shares; and

                  (h) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Ivy Management to be an Authorized
Person and actually received by Ivy Management.

         16.      MISCELLANEOUS.

                  (a) This Agreement shall be construed in accordance with the
laws of the State of Florida, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act.

                  (b) The captions in this Agreement are included for
convenience of reference only and in no way define to delineate any of the
provisions hereof to otherwise affect their construction or effect.

                  (c) The Trust's Agreement and Declaration of Trust has been
filed with the Secretary of State of the Commonwealth of Massachusetts. The
obligations of the Trust are not personally binding upon, nor shall resort be
had to the private property of any of the trustees, shareholders, officers,
employees or agents of the Trust, but only the Trust's property shall be bound.

                  (d) This Agreement may be executed by the parties hereto in
any number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

                                    IVY FUND

                                     By:      /s/ MICHAEL G. LANDRY
                                              ---------------------------------
                                              Michael G. Landry
                                              President

                                     IVY MANAGEMENT INC.

                                     By:      /s/ MICHAEL G. LANDRY
                                              ---------------------------------
                                              Michael G. Landry
                                              President



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                                   Schedule A















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                                   Schedule B













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                                   Schedule C

                            DUTIES OF IVY MANAGEMENT
                     (See Exhibit 1 for Summary of Services)

         1. SHAREHOLDER INFORMATION. Ivy Management shall maintain a record of
the number of Shares held by each holder of record which shall include their
addresses and taxpayer identification numbers and which shall indicate whether
such shares are held in certificated or uncertificated form.

         2. SHAREHOLDER SERVICES. Ivy Management shall at its expense provide
such of the following shareholder and shareholder-related services as are
required by the Funds or their shareholders:

                  (i)      processing wire order purchase and redemption
                           requests transmitted or delivered to Ivy Management's
                           (or Mackenzie Investment Management Inc.'s ("MIMI"))
                           office;

                  (ii)     coordinating and monitoring purchase, redemption and
                           transfer requests transmitted by dealers to Ivy
                           Management (or MIMI) through the facilities of the
                           National Securities Clearing Corporation;

                  (iii)    responding to written, telephonic and in-person
                           inquiries from existing shareholders requesting
                           information regarding matters such as shareholder
                           account or transaction status, the net asset value of
                           a Fund's shares, a Fund's performance, a Fund's
                           services and options, a Fund's investment policies
                           and portfolio holdings, and a Fund's distributions
                           and the taxation thereof;

                  (iv)     resolving shareholder account problems that are
                           identified by either shareholders or brokers;

                  (v)      dealing with shareholder complaints and other
                           correspondence directed to or brought to the
                           attention of Ivy Management (or MIMI);



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                  (vi)     generating or developing and distributing special
                           data, notices, reports, programs and literature
                           required by large shareholders, by shareholders with
                           specialized informational needs, or by shareholders
                           generally in light of developments such as changes in
                           tax or securities laws; and

                  (vii)    providing executive, clerical and secretarial
                           personnel competent to carry out the above
                           responsibilities.

         3.       STATE REGISTRATION REPORTS. Ivy Management shall furnish the
Trust on a state-by-state basis, sales reports, such periodic and special
reports as the Trust my reasonably request, and such other information,
including Shareholder lists and statistical information concerning accounts, as
may be agreed upon from time to time between the Trust and Ivy Management.
Additionally, state-by-state sales information shall be supplied in a manner and
form which will support the existing blue sky system owned by the Trust.

         4.       SHARE CERTIFICATES.

                  (a) At the expense of the Trust, Ivy Management shall maintain
an adequate supply of blank share certificates for each Fund to meet Ivy
Management's requirements therefor. Such share certificates shall be properly
signed by facsimile. The Trust agrees that, notwithstanding the death,
resignation, or removal of any officer of the Trust whose signature appears on
such certificates, Ivy Management may continue to countersign certificates which
bear such signatures until otherwise directed by the Trust.

                  (b) Ivy Management shall issue replacement share certificates
in lieu of certificates which have been lost, stolen or destroyed without any
further action by the Board of Trustees or any officer of the Trust, upon
receipt by Ivy Management of properly executed affidavits and lost certificate
bonds, in form satisfactory to Ivy Management, with the Trust and Ivy Management
as obligees under the bond.



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                  (c) Ivy Management shall also maintain a record of each
certificate issued, the number of Shares represented thereby and the holder of
record. With respect to shares held in open accounts or uncertificated form,
I.E., no certificate being issued with respect thereto, Ivy Management shall
maintain comparable records of the record holders thereof, including their
names, addresses and taxpayer identification numbers. Ivy Management shall
further maintain a stop transfer record on lost and/or replaced certificates.

         5. MAILING COMMUNICATIONS TO SHAREHOLDERS: PROXY MATERIALS. Ivy
Management will address and mail to Shareholders of the Trust, all reports to
Shareholders, dividend and distribution notices and proxy material for the
Trust's meetings of Shareholders. In connection with meetings of Shareholders,
Ivy Management will prepare Shareholder lists, mail and certify as to the
mailing of proxy materials, process and tabulate returned proxy cards, report on
proxies voted prior to meetings, act as inspector of election at meetings and
certify Shares voted at meetings.

         6.       SALES OF SHARES.

                  (a) PROCESSING OF INVESTMENT CHECKS OR OTHER INVESTMENTS. Upon
receipt of any check or other instrument drawn or endorsed to it as agent for,
or identified as being for the account of the Trust, or drawn or endorsed to the
Trust or Mackenzie Investment Management Inc. as the distributor of the Trust's
Shares for the purchase of Shares, Ivy Management shall stamp the check with the
date of receipt, shall forthwith process the same for collection and, shall
record the number of Shares sold, the trade date and price per Share, and the
amount of money to be delivered to the Custodian for the sale of such Shares.

                  (b) ISSUANCE OF SHARES. Upon receipt of notification that the
Custodian has received the amount of money specified in the immediately
preceding paragraph, Ivy Management shall issue to and hold in the account of
the purchases/shareholder, or if no account is specified therein, in a new
account established in the name of the purchases, the number of Shares such
purchaser is entitled to receive, as determined in accordance with applicable
laws or regulations.



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                  (c) CONFIRMATION. Ivy Management shall send to the
purchaser/shareholder a confirmation of each purchase which will show the new
share balance, the Shares held under a particular plan, if any, for withdrawing
investments, the amount invested and the price paid for the newly purchased
Shares, or will be in such other form as the Trust and Ivy Management may agree
from time to time.

                  (d) SUSPENSION OF SALE OF SHARES. Ivy Management shall not be
required to issue any Shares of the Trust where it has received a Written
Instruction from the Trust or written notice from any appropriate Federal or
state authority that the sale of the Shares of the Trust has been suspended or
discontinued, and Ivy Management shall be entitled to rely upon such Written
Instructions or written notification.

                  (e) TAXES IN CONNECTION WITH ISSUANCE OF SHARES. Upon the
issuance of any Shares in accordance with the foregoing provisions of this
paragraph, Ivy Management shall not be responsible for the payment of any
original issue or other taxes required to be paid in connection with such
issuance.

                  (f) RETURNED CHECKS. In the event that any check or other
order for the payment of money is returned unpaid for any reason, Ivy Management
will: (i) give prompt notice of such return to the Trust or its designee; (ii)
place a stop transfer order against all Shares issued as a result of such check
or order; and (iii) take such actions as Ivy Management may from time to time
deem appropriate.

         7.       REDEMPTIONS.

                  (a) REQUIREMENTS FOR TRANSFER OR REDEMPTION OF SHARES. Ivy
Management shall process all requests from shareholders to transfer or redeem
Shares in accordance with the procedures set forth in the Trust's Prospectus or
as authorized by the Trust pursuant to Written Instructions, including, but not
limited to, all requests from shareholders to redeem Shares of each Fund and all
determinations of the number of Shares required to be redeemed to fund
designated monthly payments, automatic payments or any other such distribution
or withdrawal plan.



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                  Ivy Management will transfer or redeem Shares upon receipt of
Written Instructions and Share certificates, if any, properly endorsed for
transfer or redemption, accompanied by such documents as Ivy Management
reasonably may deem necessary to evidence the authority of the person making
such transfer or redemption, and bearing satisfactory evidence of the payment of
stock transfer taxes, if any.

                  Ivy Management reserves the right to refuse to transfer or
redeem Shares until it is satisfied that the endorsement on the instructions is
valid and genuine, and for that purpose it will require a guarantee of signature
by a guarantor meeting eligibility standards as may be adopted by Ivy Management
from time to time in accordance with applicable law. Ivy Management also
reserves the right to refuse to transfer or redeem Shares until it is satisfied
that the requested transfer or redemption is legally authorized, and it shall
incur no liability for the refusal, in good faith, to make transfers or
redemptions which Ivy Management, in its good judgment, deems improper or
unauthorized, or until it is reasonably satisfied that there is no basis to any
claims adverse to such transfer or redemption.

                  Ivy Management may, in effecting transactions, rely upon the
provisions of the Uniform Act for the Simplification of Fiduciary Security
Transfers or the provisions of Article 8 of the Uniform Commercial Code, as the
same may be amended from time to time in the Commonwealth of Massachusetts,
which in the opinion of legal counsel for the Trust or of its own legal counsel
protect it in not requiring certain documents in connection with the transfer or
redemption of Shares. The Trust may authorize Ivy Management to waive the
signature guarantee in certain cases by Written Instructions.

                  (b) NOTICE TO CUSTODIAN AND TRUST. When Shares are redeemed,
Ivy Management shall, upon receipt of the instructions and documents in proper
form, deliver to the Custodian and the Trust a notification setting forth the
applicable Fund and the number of Shares to be redeemed. Such redemptions shall
be reflected on appropriate accounts maintained by Ivy Management reflecting
outstanding Shares of the Trust and Shares attributed to individual accounts
and, if applicable, any individual withdrawal or distribution plan.



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                  (c) PAYMENT OF REDEMPTION PROCEEDS. Ivy Management shall, upon
receipt of the moneys paid to it by the Custodian for the redemption of Shares,
pay to the shareholder, or his authorized agent or legal representative, such
moneys as are received from the Custodian, all in accordance with the redemption
procedures described in the Trust's Prospectus. The Trust shall indemnify Ivy
Management for any payment of redemption proceeds or refusal to make such
payment if the payment or refusal to pay is in accordance with said written
procedures.

                  Ivy Management shall not process or effect any redemptions
pursuant to a plan of distribution or redemption or in accordance with any other
shareholder request upon the receipt by Ivy Management of notification of the
suspension of the determination of the Trust's net asset value.

         8.       DIVIDENDS.

                  (a) NOTICE TO IVY MANAGEMENT AND CUSTODIAN. Upon the
declaration of each dividend and/or distribution by the Trust with respect to
Shares of a Fund, the Trust shall notify Ivy Management, with respect to Shares
of such Fund, of (i) the date of the declaration of such dividend or
distribution, (ii) the ex-dividend date, (iii) the date of payment thereof, (iv)
the record date as of which shareholders entitled to payment shall be
determined, (v) the amount payable per Share to the shareholders of record as of
that date, (vi) the total amount payable to Ivy Management on the payment date
and (vii) whether such dividend or distribution is to be paid in Shares of such
class at net asset value.

                  On or before the payment date, the Trust will direct the
Custodian of the Trust to pay to Ivy Management sufficient cash to make payment
of the dividend and/or distribution to the shareholders or record as of such
payment date.



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                  (b) PAYMENT OF DIVIDENDS BY IVY MANAGEMENT. Unless otherwise
elected by a shareholder, Ivy Management will, on the designated payment date,
automatically reinvest all dividends in additional Shares at net asset value
(determined on dividend reinvestment calculation date established by the Trust),
and mail to each shareholder at his address of record, or such other address as
the shareholder may have designated, a statement showing the number of full and
fractional Shares (rounded to three decimal places) then currently owned by the
shareholder and the net asset value of the Shares so credited to the
shareholder's account. All other dividends shall be paid in cash, by check, to
shareholders or their designers.

                  (c) INSUFFICIENT FUNDS FOR PAYMENTS. If Ivy Management does
not receive sufficient cash from the Custodian to make total dividend and/or
distribution payments to all shareholders of a Fund of the Trust as of the
record date, Ivy Management will, upon notifying the Trust, withhold payment to
all shareholders of record as of the record date until such sufficient cash is
provided to Ivy Management.

                  (d) INFORMATION RETURNS. It is understood that Ivy Management
shall file such appropriate information returns concerning the payment of
dividends, return of capital and capital gain distributions with the proper
Federal, state and local authorities as are required by law to be filed and
shall be responsible for the withholding of taxes, if any, due on such dividends
or distributions to Shareholders when required to withhold taxes under
applicable law.



                                      -19-
<PAGE>   20


                                    EXHIBIT 1
                                 (to Schedule C)

                               Summary of Services

         The services to be performed by Ivy Management shall be as follows:

         A.       DAILY RECORDS

                  Maintain daily on disc the following information with respect
         to each shareholder account as received:

                  -     Name and Address (Zip Code)

                  -     Balance of Shares held by Ivy Management

                  -     State of residence code

                  -     Beneficial owner code: i.e. male, female, joint tenant,
                        etc.

                  -     Dividend code (reinvestment)

                  -     Number of Shares held in certificate form

                  -     Telephone number

                  -     Tax information (certified tax information number, any
                        back-up withholding)

         B.       OTHER DAILY ACTIVITY

                  -     Answer written inquiries received by Ivy Management
                        relating to shareholder accounts (matters relating to
                        portfolio management, distribution of Shares and other
                        management policy questions will be referred to Trust).

                  -     Furnish a Statement of Additional Information to any
                        shareholder who requests (in writing or by telephone)
                        such statement from Ivy Management.

                  -     Examine and process Share purchase applications in
                        accordance with the Prospectus.

                  -     Furnish Forms W-9 and W-8 to all shareholders whose
                        initial subscriptions for Shares did not include
                        taxpayer identification numbers.






                                      -20-
<PAGE>   21

                  -     Process additional payments into established shareholder
                        accounts in accordance with the Prospectus.

                  -     Upon receipt of proper instructions and all required
                        documentation, process requests for redemption of
                        Shares.

                  -     Accounting for the Trust's front-end sales commissions
                        and brokers' commissions.

                  -     Identify redemption requests made with respect to
                        accounts in which Shares have been purchased within an
                        agreed-upon period of time for determining whether good
                        funds have been collected with respect to such purchase
                        and process as agreed by Ivy Management and the Trust.

                  -     Examine and process all transfers of Shares, ensuring
                        that all transfer requirements and legal documents have
                        been supplied.

                  -     Issue and mail replacement checks.

         C.       REPORTS PROVIDED TO THE TRUST

                  Furnish the following reports to the Trust:

                  -     Daily financial totals

                  -     Monthly Form N-SAR information (sales/redemptions)

                  -     Monthly report of outstanding Shares

                  -     Monthly analysis of accounts by beneficial owner code

                  -     Monthly analysis of accounts by share range



                                      -21-
<PAGE>   22


         D.       DIVIDEND ACTIVITY

                  -     Calculate and process Share dividends and distributions
                        as instructed by the Trust.

                  -     Compute, prepare and mail all necessary reports to
                        shareholders, federal and/or state authorities as
                        requested by the Trust.

         E.       MEETINGS OF SHAREHOLDERS

                  -     Cause to be mailed proxy and related material for all
                        meetings of shareholders. Tabulate returned proxies
                        (proxies must be adaptable to mechanical equipment of
                        Ivy Management or its agents) and supply daily reports
                        when proxies are being solicited.

                  -     Prepare and submit to the Trust an Affidavit of Mailing.

                  -     At the time of the meeting, furnish a certified list of
                        shareholders, hard copy, microfilm and/or microfiche, if
                        requested by the Trust.

         F.       PERIODIC ACTIVITIES

                  -     Cause to be mailed reports, Prospectuses, and any other
                        enclosures requested by the Trust (material must be
                        adaptable to mechanical equipment of Ivy Management or
                        its agents).






                                      -22-
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