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