United States

Securities and Exchange Commission

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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IVY FUNDS

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DRAFT

Ivy Cundill Global Value Fund

October 2, 2006

Dear Shareholder:

         You are cordially invited to attend a Special Meeting of shareholders of Ivy Cundill Global Value Fund (the "Fund"), a series of the Ivy Funds (the "Trust"), which will be held on November 9, 2006 at 3:00 p.m., Central Standard time, 6300 Lamar Avenue, Overland Park, Kansas.

         The primary purpose of the Special Meeting is to ask you to vote on a proposed new investment sub-advisory agreement between Ivy Investment Management Company ("IICO"), the Fund's investment adviser, and Mackenzie Financial Corporation ("Mackenzie").

         Mackenzie announced on August 3, 2006 that it has agreed to acquire the assets of Cundill Investment Research Ltd. ("Cundill") and its related entities (the "Transaction"). The Fund has been advised that Cundill's current asset management group will be operated as a separate division of Mackenzie and will be directed by Peter Cundill, who along with Hiok Hhu Ng, are the portfolio managers currently responsible for the Fund. Although a change in ownership is taking place, all members of Cundill's investment and executive team will remain, with the exception of two senior executives who are retiring in the next year (neither of whom is responsible for the day-to-day management of the Fund). The Transaction is expected to close before the end of the third quarter of 2006.

         The Transaction could be deemed to be an assignment of the Fund's current investment sub-advisory agreement under the Investment Company Act of 1940, as amended, which would result in the automatic termination of the current agreement. As a result, IICO has proposed, and the Board of Trustees (the "Board") has unanimously approved, a new sub-advisory agreement with Mackenzie on substantively similar terms as the current sub-advisory agreement with Cundill. Approval of the proposed new sub-advisory agreement will not affect the Fund's investment goal and strategies currently in place. The sub-advisory fee rate payable to Mackenzie will remain the same under the new investment sub-advisory agreement. In addition, the overall fees the Fund currently pays for management and investment advisory services will stay the same.

         Please review the enclosed material carefully for more information about the proposal.

         Your vote is important. The Board has unanimously approved the proposed new investment sub-advisory agreement and recommends that you approve it. Please complete, sign and date the enclosed proxy card and return it in the enclosed postage-paid return envelope. This will ensure that your vote is counted, even if you cannot attend the Special Meeting in person.

         If you prefer, you may vote either by using our automated telephone service with a toll-free call to the telephone number that appears on your proxy card or voting instructions and following the recorded instructions, or with a toll-free call to our proxy solicitor, MIS, an ADP company, at 888-684-2438. You may also vote via the Internet by following the instructions on your proxy card or voting instructions. It is important that you vote promptly. Please call MIS at 888-684-2438 with any questions about voting.

Sincerely,

Henry J. Herrmann

President

Ivy Cundill Global Value Fund Shareholders

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSAL

         While we encourage you to read the full text of the enclosed Proxy Statement, we are also providing you with a brief overview of the subject of the shareholder vote. Your vote is important.

Q & A

Q: What am I being asked to vote "For" on this proxy?

A: You are being asked to vote for a proposal to approve a new investment sub-advisory agreement for your Fund, between Ivy Investment Management Company ("IICO"), the Fund's investment adviser, and Mackenzie Financial Corporation ("Mackenzie"), on substantively similar terms as the current sub-advisory agreement. No change in advisory fee rates or scope of services is being proposed.

The Board of Trustees unanimously recommends that you vote "FOR" this proposal.

Q: Why did you send me this booklet?

A: You are receiving these proxy materials – a booklet that includes the Proxy Statement and the accompanying proxy card – because you have the right to vote on important proposals concerning your investment in the Fund.

Q: Why are we being asked to vote on a new sub-advisory agreement?

A: Mackenzie announced on August 3, 2006 that it has agreed to acquire the assets of Cundill Investment Research Ltd. ("Cundill") and related entities (the "Transaction"). The Fund has been advised that Cundill's current asset management group will be operated as a separate division of Mackenzie and will be directed by Peter Cundill, who along with Hiok Hhu Ng are the current portfolio managers for the Fund. Although a change in ownership is taking place, all members of Cundill's investment and executive team will remain, with the exception of two senior executives who are retiring in the next year. The Transaction could be deemed to be an assignment of the Fund's current investment sub-advisory agreement under the Investment Company Act of 1940, as amended, which would result in the automatic termination of the current agreement. As a result, IICO has proposed, and the Board of Trustees has unanimously approved, a new sub-advisory agreement with Mackenzie on substantively similar terms as the current sub-advisory agreement with Cundill. The sub-advisory fee rate payable to Mackenzie will remain the same under the new investment sub-advisory agreement.

Q: What is the rationale for the Transaction?

A: The purpose of the Transaction is to formalize the long-term relationship between Cundill and Mackenzie, each of which are located in Canada, and to create greater scale and opportunities.

Q: How is the proposed sub-advisory agreement different from the existing sub-advisory agreement?

A: The terms of the proposed agreement are substantively similar to the current agreement. The most important differences are in its beginning date and the investment sub-adviser (although the Fund will be managed by the same team currently responsible for the day-to-day management of the Fund). See the Proxy Statement for more information about the current and proposed investment sub-advisory agreements.

Q: Will there be a change in the management and advisory fees paid by my fund?

A: No. The advisory and sub-advisory fees will remain the same.

Q: Will the Fund's current portfolio managers continue to manage the Fund following the transaction?

A: It is anticipated that the current portfolio managers will continue to manage the Fund following the Transaction, using the same investment objective and strategies.

Q: How does the Board of Trustees recommend that I vote on this proposal?

A: The Board of Trustees believes that the proposal is in the best interests of the Fund and its shareholders. After careful consideration, the Board of Trustees unanimously recommends that you vote "FOR" the Proposal.

Q: How can I vote my proxy?

A: Please complete the enclosed proxy card and return the card in the enclosed self-addressed, postage-paid envelope, or take advantage of the telephonic or electronic voting procedures described on the proxy card.

Q: Will the Fund pay for this proxy solicitation?

A: No. Cundill and Mackenzie have agreed to pay the costs of this proxy solicitation.

Q: Whom should I call for additional information about this Proxy Statement?

A: Please call MIS, an ADP company, the proxy service firm for the Fund, at 888-684-2438.

It is important that you vote your proxy promptly. Please help keep the costs of this proxy solicitation reasonable by voting today.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF IVY FUNDS

To be held on November 9, 2006

Ivy Cundill Global Value Fund

         A Special Meeting of shareholders of Ivy Cundill Global Value Fund (the "Fund"), a series of the Ivy Funds (the "Trust"), will be held at 6300 Lamar Avenue, Overland Park, Kansas, at 3:00 p.m., Central time, on November 9, 2006. At the Special Meeting, shareholders will be asked to vote on the following proposal:

         1.         To approve a new investment sub-advisory agreement between Ivy Investment Management Company and Mackenzie Financial Corporation.; and

         2.         To transact any other business that properly comes before the Special Meeting.

         Please read the enclosed Proxy Statement carefully for information concerning the proposal to be placed before the Special Meeting or any adjournments or postponements thereof.

         The Board of Trustees unanimously recommends that shareholders vote "FOR" the proposal.

         The persons named as proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof.

         In the event that the necessary quorum to transact business or the vote required to approve any proposal is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with applicable law to permit further solicitation of proxies. Any such adjournment as to a matter will require the affirmative vote of the holders of a majority of the Fund's shares present in person or by proxy at the Special Meeting. The persons named as proxies will vote "FOR" any such adjournment those proxies which they are entitled to vote in favor of that proposal and will vote "AGAINST" any such adjournment those proxies to be voted against that proposal.

         Shareholders of record at the close of business on September 8, 2006 are entitled to notice of and to vote at the Special Meeting. You are invited to attend the Special Meeting. If you cannot do so, however, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD, AND RETURN IT IN THE ACCOMPANYING ENVELOPE AS PROMPTLY AS POSSIBLE, OR TAKE ADVANTAGE OF THE ELECTRONIC OR TELEPHONIC VOTING PROCEDURES DESCRIBED ON THE PROXY CARD. Any shareholder attending the Special Meeting may vote in person even though a proxy already may have been returned.

By Order of the Board of Trustees,

Kristen A. Richards

   Assistant Secretary

October 2, 2006

Overland Park, Kansas

Ivy Funds
6300 Lamar Avenue
P.O. Box 29217
Shawnee Mission, Kansas 66202-4200
(913) 236-2000

Proxy Statement

October 2, 2006

Special Meeting of Shareholders
To be held on November 9, 2006

         This Proxy Statement provides you with information you should review before voting on the matter listed in the Notice of Special Meeting (the "Proposal") for Ivy Cundill Global Value Fund (the "Fund"), a series of Ivy Funds (the "Trust"). The Trust's Board of Trustees (the "Board," the members of which are referred to herein as the "Trustees") is soliciting your vote for a Special Meeting of shareholders of the Fund (the "Special Meeting") to be held at 6300 Lamar Avenue, Overland Park, Kansas on November 9, 2006 at 3:00 p.m., Central Standard time, and, if the Special Meeting is adjourned or postponed, at any adjournments or postponements of that meeting.

Solicitation of Proxies

         The Board is soliciting votes from shareholders of the Fund by the mailing of this Proxy Statement and the accompanying proxy card to shareholders on or about October 2, 2006. Shareholders of record at the close of business on September 8, 2006 (the "record date") are entitled to vote at the Special Meeting.

         The appointed proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof. Additional matters would only include matters that were not anticipated as of the date of this Proxy Statement.

OVERVIEW

         You are being asked to vote on one Proposal – a new investment sub-advisory agreement between Ivy Investment Management Company ("IICO") and Mackenzie Financial Corporation ("Mackenzie") (the "Proposed Agreement"), with respect to the Fund.

         As explained below, the Proposed Agreement for the Fund is substantively similar to the sub-advisory agreement currently in effect for the Fund between IICO and Cundill Investment Research Ltd. ("Cundill") (the "Current Agreement").

         Mackenzie announced on August 3, 2006 that it has agreed to acquire the assets of Cundill and its related entities (the "Transaction"). The Fund has been advised that Cundill's asset management group will be operated as a separate division of Mackenzie and directed by Peter Cundill, who along with Hiok Hhu Ng, are the current portfolio managers for the Fund.¹ Although a change in ownership is taking place, all members of Cundill's investment and executive team will continue to manage the Fund and will become employees of Mackenzie, with the exception of two senior executives who are retiring in the next year (neither of whom are involved in the day-to-day management of the Fund). Completion of the Transaction is expected to close before the end of the third quarter of 2006.

         The Transaction could be deemed to be an assignment of the Fund's current investment sub-advisory agreement under the Investment Company Act of 1940, as amended, (the "1940 Act") which would result in the automatic termination of the Current Agreement. As a result, IICO has proposed, and the Board has unanimously approved, the Proposed Agreement with Mackenzie on substantively similar terms as the Current Agreement with Cundill. Approval of the Proposed Agreement will not affect the Fund's investment goal and strategies currently in place. The sub-advisory fee rate payable to Mackenzie will remain the same under the Proposed Agreement. In addition, the overall fees the Fund currently pays for management and investment advisory services will stay the same.

         The Trustees have carefully considered the matter and have concluded that it is appropriate and in the best interest of the Fund's shareholders for IICO to enter into the Proposed Agreement for the Fund. Under the 1940 Act, IICO cannot enter into the Proposed Agreement unless the Fund's shareholders vote to approve the Proposed Agreement. The Meeting is being held to seek shareholder approval of the Proposed Agreement for the Fund. No change in advisory fee rate or scope of services from those under the Current Agreement is being proposed.

         Each share is entitled to cast one vote, and fractional shares are entitled to a proportionate fractional vote.

       ¹As part of the Transaction, all of Cundill's current employees will become employees of an affiliated company of Mackenzie, Mackenzie Cundill Investment Management Ltd.  ("MCIML").  In reliance on a series of SEC Staff No-Action letters, Mackenzie will enter into a Memorandum of Understanding with MCIML to permit those employees to act on behalf of Mackenzie's clients, including the Fund, and to become associated persons of Mackenzie, without causing MCIML to register as an investment adviser with the Securities and Exchange Commission.

  THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUND VOTE TO APPROVE THE PROPOSED AGREEMENT FOR THE FUND.

PROPOSAL 1
PROPOSED AGREEMENT

Introduction

         Shareholders are being asked to approve the Proposed Agreement between IICO and Mackenzie with respect to the Fund. On August 15 and 16, 2006, the Board, including all of the Trustees who are not "interested persons" of the Trust, IICO, Cundill, or Mackenzie (the "Independent Trustees"), unanimously voted to approve the Proposed Agreement and to recommend the Proposed Agreement to Fund shareholders for approval. If approved by the shareholders, the Proposed Agreement will take effect on the later of such approval or the closing of the Transaction, which is anticipated to occur on before the end of the third quarter of 2006. The Proposed Agreement will remain in effect through September 30, 2007 and will continue in effect thereafter only if its continuance is specifically approved at least annually (i) by the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) or by a majority of the Trustees and (ii) by the vote, cast in person at a meeting called for that purpose, of a majority of the Independent Trustees.

         The Board has considered that the Transaction might be completed before the date of the Special Meeting and receipt of shareholder approval of the Proposed Agreement. Accordingly, the Board, including all of the Independent Trustees, unanimously approved an interim sub-advisory agreement ("Interim Agreement") between IICO and Mackenzie with respect to the Fund pursuant to Rule 15a-4 under the 1940 Act.

         This Rule, under certain circumstances, allows an interim advisory agreement to take effect, and to remain in effect for up to 150 days, without receiving prior shareholder approval, as long as the fees payable under the interim advisory agreement do not exceed the fees payable under the predecessor agreement that had been approved by shareholders and certain other contractual provisions are included in the interim agreement. The Interim Agreement requires all advisory fees earned by Mackenzie to be escrowed pending approval by Fund shareholders of the Proposed Agreement. If the Proposed Agreement is not approved, Mackenzie will be entitled to receive from escrow the lesser of (i) any costs incurred in performing the Interim Agreement (plus interest earned on the amount while in escrow) or (ii) the total amount in the escrow account (plus interest earned). The Interim Agreement will take effect upon the completion of the Transaction only if approval by Fund shareholders has not then been obtained and will continue in effect for a period of up to 150 days.

         A form of the Proposed Agreement is attached as Exhibit A. The description of the agreement's terms in this section is qualified in its entirety by reference to Exhibit A.

Board Recommendation

The Board of Trustees, including the Independent Trustees, unanimously recommends that shareholders of the Fund vote "FOR" approval of the Proposed Agreement.

         For more information about the Trustees' deliberations and the reasons for their recommendation, please see the discussion under the heading "Evaluation by the Board."

Comparison of Current and Proposed Agreements

         The Proposed Agreement for the Fund is substantively similar to the Current Agreement for the Fund. The date of the Proposed Agreement for the Fund will be the later of the date on which shareholders of the Fund approve the Proposed Agreement or the date of the completion of the Transaction, and the initial term of the Proposed Agreement expires on September 30, 2007. The next several paragraphs briefly summarize some important provisions of both the Proposed Agreement and the Current Agreement, but for a complete understanding of the Proposed Agreement, you should read Exhibit A.

         The fees payable to Mackenzie under the Proposed Agreement are paid by IICO and the fee rate will be no greater than the fee rate currently payable to Cundill by IICO for sub-advisory services. In addition, Mackenzie has assured the Board that it will continue to provide the same level of sub-advisory services to the Fund under the Proposed Agreement as Cundill provides under the Current Agreement.

Services and Obligations

         Under the Current Agreement, Cundill serves, and under the Proposed Agreement, Mackenzie will serve, as investment subadviser with respect to the Fund's portfolio assets. Cundill is deemed and Mackenzie will be deemed, to be an independent contractor and, except as expressly provided or authorized in their respective agreements, neither has authority to act for or represent the Trust or IICO in any way or be deemed an agent of the Trust or IICO.

         Under the Current Agreement and the Proposed Agreement, each of Cundill and Mackenzie, respectively, will provide the below-listed services and will assume the following obligations with respect to the Fund.

         (1) Within the framework of the investment objectives, policies and restrictions of the Fund, and subject to the supervision of IICO, each of Cundill and Mackenzie have the responsibility for making and executing of all investment decisions for the Fund and for formulating and implementing an investment program for the Fund. The investment of the Fund's assets are at all times subject to the applicable provisions of the Trust's Declaration of Trust and bylaws, as well as the registration statement, current prospectus and statement of additional information applicable to the Fund, and must conform to the Fund's investment objectives, policies and restrictions as set forth in such documents and as interpreted from time to time by the Board.

         (2) Each of Cundill and Mackenzie determine the securities to be purchased or sold with respect to the Fund's portfolio assets, and purchases from, and sells securities to, or through such persons, brokers or dealers as Cundill selects and Mackenzie will select. In providing the Fund with investment management and supervision, Cundill or Mackenzie may give consideration to the research services (services that provide lawful and appropriate assistance to Cundill or Mackenzie in the performance of investment decision-making responsibilities) furnished by brokers or dealers for its use.

         On occasions when Cundill or Mackenzie deems the purchase or sale of a security to be in the best interest of the Fund as well as other customers, the Current Agreement and the Proposed Agreement each permits Cundill and Mackenzie, respectively, to the extent permitted by applicable law, to aggregate the securities to be sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. Each also may purchase or sell a particular security for one or more clients in different amounts. To the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, are to be made in the manner either considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

         (3) Under the Current Agreement, Cundill is required to provide the Fund's custodian on each business day with information relating to all transactions concerning the Fund's assets and provide IICO with such information upon request. Under the Proposed Agreement, Mackenzie shall arrange for the transmission to IICO or its designee on a daily basis all documentation as necessary to enable the IICO or its designee to perform its administrative responsibilities with respect to the Fund.

         (4) Under the Current Agreement and the Proposed Agreement, each of Cundill and Mackenzie, respectively, is required to review all proxy solicitation materials and is responsible for voting and handling all proxies in relation to the securities held in the Fund.

         (5) Under the Current Agreement, Cundill shall promptly notify IICO of any financial condition that is likely to impair Cundill's ability to fulfill its commitment under the Current Agreement or of the occurrence of any event that might disqualify or prevent Cundill from performing its duties under the Current Agreement. Cundill also shall notify IICO and the Fund if there are any changes to its organizational structure or if Cundill becomes the subject of any adverse regulatory action imposed by any regulatory body or self-regulatory organization.

         Under the Proposed Agreement, Mackenzie shall promptly notify IICO of any financial comdition that is likely to impair Mackenzie's ability to fulfill its commitment under the Proposed Agreement and of any termination or resignation of senior (key) personnel who are directly responsible for the Fund's management.

Compensation

         The Fund pays IICO a fee accruing daily at an annual rate of 1.00% of net assets up to $500 million, 0.85% of net assets over $500 million and up to $1 billion, 0.83% of net assets over $1 billion and up to $2 billion, 0.80% of net assets over $2 billion and up to $3 billion, and 0.76% of net assets over $3 billion of the Fund's average daily net assets.

         IICO pays Cundill, and under the Proposed Agreement would pay Mackenzie, a sub-advisory fee accruing daily at the annual rate of 0.50% of net assets up to $500 million, 0.425% of net assets over $500 million and up to $1 billion, 0.415% of net assets over $1 billion and up to $2 billion, 0.40% of net assets over $2 billion and up to $3 billion, and 0.38% of net assets over $3 billion of the Fund's average daily net assets.

Renewal and Termination

         Each of the Current Agreement and the Proposed Agreement provides that it continues in effect from year to year, provided its continuance is specifically approved at least annually (i) by the vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) or by the entire Board or (ii) by the vote, cast in person at a meeting called for that purpose, of a majority of the Independent Trustees. At a meeting held on August 15 and 16, 2006, the Board, with Independent Trustees voting separately, unanimously approved the continuation of the Current Agreement until September 30, 2007. The initial term of the Proposed Agreement, if approved by the Fund's shareholders, will continue until September 30, 2007.

         The Current Agreement states that it can be terminated with respect to the Fund at any time, without the payment of any penalty, by a vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) or by a vote of majority of the entire Board, or by IICO on 30 days' written notice or by Cundill upon 120 days written notice. The Current Agreement states that it will terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon termination of IICO's advisory agreement with the Fund.

         The Proposed Agreement states that it can be terminated with respect to the Fund at any time, without the payment of any penalty, by a vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) or by a vote of majority of the entire Board, or by IICO or Mackenzie upon 90 days' prior written notice to the other. The Proposed Agreement also will terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon termination of IICO's advisory agreement with the Fund.

Other Provisions

         The Current Agreement provides that Cundill irrevocably submits to the jurisdiction of any state or U.S. federal court sitting in the Commonwealth of Massachusetts and provides that the law of the Commonwealth of Massachusetts will govern the Current Agreement. The Proposed Agreement provides that Mackenzie irrevocably submits to the jurisdiction of any state or U.S. federal court sitting in the State of Kansas and that the Agreement shall be construed and enforced in accordance with the laws of Massachusetts, the 1940 Act and the applicable rules and guidance issued by the SEC and its staff thereunder.

Evaluation by the Board

         At a meeting held on August 15 and 16, 2006, the Trustees, including all the Independent Trustees, unanimously voted to approve the Proposed Agreement and to recommend that shareholders of the Fund vote to approve the Proposed Agreement. At that Board meeting, the Board also approved the Interim Agreement.

         During the meeting, the Board met with a representative of Cundill, who explained the Transaction, Mackenzie's general plans and intentions regarding the Fund and its planned purchase of Cundill's business. The Board was advised by the Cundill representative that the current team responsible for the day-to-day management of the Fund would not change, and that the Transaction had been structured to seek to maintain that team in place for a period of time.

         Independent legal counsel provided the Board members with a memorandum that discussed the various factors that the Board should consider as part of its review of the Proposed Agreement. The Board considered the written responses and supplementary materials produced by Cundill for the Board meeting and in response to a 15(c) due diligence request list submitted by the Independent Trustees' counsel prior to the meeting, such responses including Mackenzie's asset management capabilities and organization, as well as materials and information about the Transaction. The Board also received extensive materials on performance, expenses and comparable fund information from Lipper, Inc., an independent mutual fund rating service, relating to Cundill's current management of the Fund.

         As part of their review, the Board considered: (i) the strategic reasons for the Transaction, as presented by Cundill to the Board; (ii) the reputation, financial strength and resources of Mackenzie and the anticipated financial strength and resources of the new combined company; (iii) the fact that the current portfolio managers to the Fund will remain in place and that the Transaction had been structured to seek to maintain that team; (iv) that there is not expected to be any diminution in the nature, quality and extent of services provided to the Fund and its shareholders by Mackenzie, including compliance services; (v) the fact that the Fund's total sub-advisory fees will not increase by virtue of the Proposed Agreement, but rather will remain the same, and the fact that IICO will continue to bear all of the sub-advisory fees; and (vi) that the terms and conditions of the Proposed Agreement and the Current Agreement are substantially the same.

         After considering this information, the Board concluded that the investment performance of the Fund, including against its peers as contained in the Lipper materials, as well as against the Lipper Global Fund Index, is acceptable and that the assets of the Fund continue to substantially grow. The Board further noted that the Fund's total sub-advisory fees would not increase as a result of the Transaction and concluded that Mackenzie's proposed fees appear to be reasonable. The Board next considered the nature, extent and quality of services proposed to be provided to the Fund by Mackenzie. In that regard, the Board reviewed the resources and proposed key personnel of Mackenzie, especially those who currently provide investment management services to the Fund, and took into account that there would not be any change in portfolio management personnel who currently provide services to the Fund after the close of the Transaction. The Board further considered the legal and compliance programs of Mackenzie and the anticipated positive impact of the Transaction and concluded that Mackenzie would be able to meet any reasonably foreseeable obligation under the Proposed Agreement. The Board further concluded that, given the services currently provided by Cundill, the nature and extent of the services proposed to be provided by Mackenzie are acceptable. The Board next discussed whether Mackenzie would derive any other direct or indirect benefits from serving the Fund and concluded that it did not appear that either Mackenzie or any of its affiliates would receive any additional direct benefits that would warrant reconsideration and/or preclude the Board from approving the Proposed Agreement. The Board finally considered the current and anticipated asset level of the Fund and the potential for growth in the Fund's assets. The Board concluded that the current asset size of the Fund did not warrant reevaluating Mackenzie's proposed (or IICO's) fee schedule for the Fund at the current time.

         No single factor was considered in isolation or to be determinative in the Board's decision to approve the Proposed Agreement. Rather the Board, including all of the Independent Trustees, concluded that it was in the best interests of the Fund to approve the Proposed Agreement, to recommend the Proposed Agreement to shareholders and to approve the Interim Agreement.

         In the event that the shareholders do not approve the Proposed Agreement, the Trustees of the Trust will consider what alternatives may then be available.

Vote Required

         Approval of Proposal 1 requires an affirmative vote of the lesser of (i) 67% or more of the Fund's shares present at the Special Meeting if more than 50% of the outstanding shares of the Fund are present or represented by proxy or (ii) more than 50% of the outstanding shares of the Fund.

         The Board unanimously recommends that shareholders of the Fund vote "FOR" Proposal 1.

ADDITIONAL INFORMATION

Additional Information about Ivy Investment Management Company ("IICO")

         IICO, located at 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas, 66201-9217, is a subsidiary of Waddell & Reed Financial, Inc. ("Waddell & Reed"), located at 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas, 66201-9217, a publicly held company. IICO currently provides business management services to certain funds that are series of Ivy Funds, investment advisory services to the Fund and other funds that are series of Ivy Funds and Ivy Funds, Inc. and sub-advisory services to certain other funds. IICO is a SEC-registered investment adviser with approximately $11 billion in assets under management as of June 30, 2006.

         During the fiscal year ended March 31, 2006, the Fund paid IICO fees of $6,478,747. During the fiscal year ended March 31, 2006 IICO paid subadvisory fees to Cundill in the amount of $3,239,345. There were no other material payments by the Fund to Cundill or any of its affiliates during that period.

Additional Information about Mackenzie Financial Corporation

         Mackenzie Financial Corporation, located at150 Bloor Street West, Suite 300, Toronto, Ontario, Canada M5S 3B5, is a corporation organized under the laws of Ontario. MFC is a wholly-owned subsidiary of IGM Financial Inc. ("IGM"), located at One Canada Centre, 447 Portage Avenue, Winnipeg, Manitoba, Canada R3C3B6. IGM is a subsidiary of Power Financial Corporation which owned 55.9% of the outstanding shares of IGM as of May 31, 2006. Power Financial Corporation is a subsidiary of Power Corporation of Canada which owned 66.4% of the outstanding shares of Power Financial Corporation as of May 31, 2006. MFC is registered with the Ontario Securities Commission in the category of Investment Counsel/Portfolio Manager. MFC has been an investment counselor and mutual fund manager in Toronto for more than 34 years, and as of June 30, 2006 had over $52.2 billion Canadian in assets under management.

         The following table lists the names, addresses and principal occupations of the principal executive officer and each director of Mackenzie:

Name	Status or Title with MFC	Principal Occupation
Charles R. Sims	President, Chief Executive Officer (CEO), Chairman and Director	Director, Chairman, President and CEO of Mackenzie; Co-President and CEO of IGM Financial Inc.; previously, Chief Administrative Officer, Global Distribution, Franklin Templeton Investments; previously Vice-President, Finance, Franklin Resources, Inc.
Philip F. Cunningham	Director	Director and Executive Vice President of Mackenzie
Robert E. Lord	Director	retired executive; previously Chairman of the Board of the Canadian Institute of Chartered Accountants
Paul G. Oliver	Director	retired executive; previously Partner of PricewaterhouseCoopers LLP
Mary L. Turner	Director	Vice President and Chief Operating Officer, Canadian Tire Bank

         The address of the principal executive officer and each of directors listed above is Mackenzie Financial Corporation, 150 Bloor Street West, Suite 300, Toronto, Ontario, Canada M5S 3B5.

Organization and Management of the Trust

         The Trust is governed by the Board. A majority of the Trustees are Independent Trustees. The Board elects the officers who are responsible for administering the Fund's day-to-day operations.

         Each Trustee and officer serves an indefinite term, until he or she dies, resigns, is removed or becomes disqualified. The Independent Trustees and their principal occupations during the past five years are:

Name, Address and Age	Position(s) Held with the Trust	Principal Occupation(s) During Past 5 Years
Jarold W. Boettcher (66) 6300 Lamar Avenue Overland Park, KS 66202	Trustee	President of Boettcher Enterprises, Inc. (agriculture products and services) since 1979; President of Boettcher Supply, Inc. (electrical and plumbing supplies distributor) since 1979; President of Boettcher Aerial, Inc. (Aerial Ag Applicator) since 1983; Director of Guaranty State Bank and Trust; Director of Guaranty, Inc.; Trustee, Kansas Public Employees Retirement System.
James D. Gressett (56) 6300 Lamar Avenue Overland Park, KS 66202	Trustee	Secretary of Street Homes, LLP (homebuilding company) since 2001; CEO of PacPizza, Inc. (Pizza Hut franchisee) from 2000 to 2004; President of Alien, Inc. (real estate developer) from 1997 to 2001; Director of Collins Financial Services.
Joseph Harroz, Jr. (39) 6300 Lamar Avenue Overland Park, KS 66202	Trustee and Chairman of the Board	Vice President and General Counsel of the Board of Regents, University of Oklahoma since 1996; Adjunct Professor, University of Oklahoma Law School since 1997; Managing Member, Harroz Investments, LLC (commercial enterprise) since 1998; Consultant, MTV Associates, 2004; Director of Valliance Bank NA; Director of Advisors Fund Complex.
Glendon E. Johnson, Jr. (54) 6300 Lamar Avenue Overland Park, KS 66202	Trustee	Of Counsel, Lee & Smith, PC (law firm) since 1996; Member/Manager, Castle Valley Ranches, LLC (ranching) since 1995.
Eleanor B. Schwartz (69) 6300 Lamar Avenue Overland Park, KS 66202	Trustee	Professor Emeritus, University of Missouri at Kansas City since 2003; Professor of Business Administration, University of Missouri at Kansas City from 1980 to 2003; Director of Advisors Fund Complex.
Michael G. Smith (62) 614 Lenox Glen Ellyn IL 60137	Trustee	Retired; Director of Executive Board, Cox Business School, Southern Methodist University; Director of Northwestern Mutual Life Series Funds & Mason Street Advisors Funds (18 portfolios overseen).
Edward M. Tighe (63) 6300 Lamar Avenue Overland Park, KS 66202	Trustee	Retired; CEO and Director of Asgard Holding, LLC (computer network and security services) from 2002 to 2004; CEO and Director of JBE Technology Group, Inc. (telecommunications and computer network consulting) from 2001 to 2003; Director of Hansberger Institutional Funds (5 portfolios overseen).

         The address for the Interested Trustee and each of the officers in the following tables is 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217. The Trustee considered by the Trust and its counsel to be an "interested person" (as defined in the 1940 Act) of the Fund is:

Name and Age	Position(s) Held with the Trust	Principal Occupation(s) During Past 5 Years
Henry J. Herrmann (63)	Trustee and President	CEO of Waddell & Reed Financial, Inc. (WDR) since 2005; President and CEO of IICO since 2002; President and CEO of Waddell & Reed Investment Management Company (WRIMCO), an affiliate of IICO, since 1993; President and Chief Investment Officer (CIO) of WDR from 1998 to 2005; CIO of IICO from 2003-2005; CIO of WRIMCO from 1991 to 2005; President and Director/Trustee of each of the funds in the Waddell & Reed Fund Complex since 2001; Director of WDR, IICO, Waddell & Reed Services Company (WRSCO), Waddell & Reed, Inc. (W&R), Austin, Calvert and Flavin, Inc., an affiliate of WRIMCO, and Ivy Services, Inc., an affiliate of IICO.

         The Board has appointed officers who are responsible for the day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. In addition to Mr. Herrmann, who is President of the Trust, the Trust's officers are:

Name and Age	Position(s) Held with the Trust	Principal Occupation(s) During Past 5 Years
Joseph W. Kauten (37)	Treasurer and Principal Accounting Officer	Treasurer and Principal Accounting Officer of each of the funds in the Waddell & Reed Fund Complex since 2006; Assistant Treasurer of each of the funds in the Waddell & Reed Fund Complex from 2003 to 2006; Senior Manager, Deloitte & Touche LLP from 2001 to 2003.
Mara Herrington (42)	Vice President and Secretary	Vice President and Secretary of each of the funds in the Waddell & Reed Fund Complex since 2006; formerly Vice President and Associate General Counsel, Deutsche Investment Management Americas, Inc.
Kristen A. Richards (38)	Vice President, Assistant Secretary and Associate General Counsel	Vice President, Associate General Counsel and Chief Compliance Officer of WRIMCO since 2000; Vice President, Associate General Counsel and Chief Compliance Officer of IICO since 2002; Vice President, Associate General Counsel of each of the funds in the Waddell & Reed Fund Complex since 2002; Secretary of each of the funds in the Waddell & Reed Fund Complex from 2000 to 2006; Assistant Secretary of each of the funds in the Waddell & Reed Fund Complex since 2006.
Daniel C. Schulte (40)	Vice President, General Counsel and Assistant Secretary	Senior Vice President and General Counsel of WDR since 2000; Senior Vice President, Secretary and General Counsel of W&R, WRIMCO and WRSCO since 2000; Senior Vice President, General Counsel and Assistant Secretary of Ivy Services, Inc. since 2002; Senior Vice President, General Counsel and Assistant Secretary of IICO since 2002; Vice President and Assistant Secretary of each of the funds in the Waddell & Reed Fund Complex since 2000.
Scott Schneider (38)	Chief Compliance Officer	Chief Compliance Officer for each of the funds in the Waddell & Reed Fund Complex since 2004; Senior Attorney and Compliance Officer for each of the funds in the Waddell & Reed Fund Complex from 2000 to 2004.

         As of June 30, 2006, the Trust believes that its Trustees and officers, as a group, owned less than 1% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION ABOUT THE MEETING

         The investment adviser of the Fund is IICO, the principal underwriter is Ivy Funds Distributor, Inc., and the Administrator is Waddell & Reed Services Company. Each of these entities has as its principal place of business 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217.

Shareholder Reports

         Copies of the Fund's Annual Report for the fiscal year ended March 31, 2006 have previously been mailed to shareholders. This Proxy Statement should be read in conjunction with the Annual Report. You can obtain copies of that report, without charge, by writing to Ivy Funds Distributor, Inc., 6300 Lamar Avenue, P.O. Box 29217, Shawnee Mission, Kansas 66201-9217, or by calling 800-777-6472. 

Voting Rights

         Shareholders of record on September 8, 2006 (the "record date") are entitled to be present and to vote at the Special Meeting or any adjourned meeting. The number of shares that you may vote is the total of the number shown on the proxy card accompanying this Proxy Statement. Shareholders are entitled to one vote for each full share and a proportionate vote for each fractional share held.

         As of the record date, the Fund offered multiple classes of shares to the public pursuant to a Rule 18f-3 Plan adopted by the Trustees on behalf of the Fund. The key features of the plan are as follows: (i) shares of each class of the Fund represent an equal pro rata interest in the Fund and generally have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, terms and conditions, except that each class bears certain class-specific expenses and has separate voting rights on certain matters that relate solely to that class or in which the interests of shareholders of one class differ from the interests of shareholders of another class; (ii) subject to certain limitations described in the most recent prospectus of the Fund, shares of a particular class of the Fund may be exchanged for shares of the same class of another Fund of the Trust or Ivy Funds, Inc.; and (iii) the Fund's Class B shares will convert automatically to Class A shares of the Fund after a period of eight years, based on the relative net asset value of such shares at the time of conversion. As of the record date, the Fund had 41,685,244.544 outstanding Class A shares, 3,685,048.343 outstanding Class B shares, 14,876,812.177 outstanding Class C shares, 198,121.634 outstanding Advisor Class shares, 1,543.590 outstanding Class I shares and 931,251.850 outstanding Class Y shares.

Revocation of Proxies

         Any shareholder giving a proxy has the power to revoke it by mail (addressed to the Assistant Secretary at the principal executive office of the Trust at the address shown at the beginning of this Proxy Statement) or in person at the Special Meeting, by executing a superseding proxy or by submitting a notice of revocation to the Trust. A superseding proxy may also be executed by voting via telephone or internet. The superseding proxy need not be voted using the same method (mail, telephone, internet) as the original proxy vote.

Quorum, Voting at the Meeting and Adjournment

         The presence in person or by proxy of a majority of the Fund's shares of all classes entitled to vote is a quorum for the transaction of business. In the event that a quorum of shareholders is not represented at the Special Meeting, the Special Meeting may be adjourned by a majority of the Fund's shareholders present in person or by proxy until a quorum exists. If there are insufficient votes to approve the Proposal, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit additional time for the solicitation of proxies, in accordance with applicable law. Adjourned meetings must be held within a reasonable time after the date originally set for the meeting (but not more than 90 days after the record date). Solicitation of votes may continue to be made without any obligation to provide any additional notice of the adjournment. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Proposal and will vote against any such adjournment those proxies to be voted against the Proposal.

         For purposes of determining the presence of a quorum for transacting business at the Special Meeting, abstentions and broker "non-votes" (i.e., shares held by brokers or nominees, typically in "street name," as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) will be treated as shares that are present for purposes of determining a quorum. For purposes of determining the approval of the proposals, abstentions and broker "non-votes" will be treated as shares voted "Against" the proposals. Accordingly, shareholders are urged to vote or forward their voting instructions promptly.

         Broker-dealer firms holding shares in "street name" for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each proposal before the Special Meeting. The New York Stock Exchange (the "NYSE") may take the position that broker-dealers that are members of the NYSE and that have not received instructions from a customer may not vote such customer's shares on any of the proposals. A signed proxy card or other authorization by a beneficial owner of shares that does not specify how the beneficial owner's shares are to be voted on a proposal may be deemed to be an instruction to vote such shares in favor of the proposal.

         If you hold shares of the Fund through a bank or other financial institution or intermediary (called a service organization) that has entered into a service contract with the Fund, or the Fund's distributor, the service organization may be the record holder of your shares. At the Special Meeting, a service organization will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder's shares should be voted on a proposal may be deemed an instruction to vote such shares in favor of the applicable proposal. If a service organization is not a member of the NYSE, it may be permissible for the service organization to vote shares with respect to which it has not received specific voting instructions from its customers. Some service organizations are affiliates of Mackenzie and therefore have an interest in the outcome of the voting on the new investment sub-advisory agreement in Proposal 1 and stand to benefit if that proposal is approved. With respect to any shares for which a Mackenzie-affiliated service organization that is not a member of the NYSE is the holder of record and for which it does not receive voting instructions from its customers, such service organization may, subject to applicable law, vote those shares in the same proportion as the votes received from its customers for which instructions have been received to the extent it deems doing so to be in the best interests of the Fund and shareholders.

         If you own shares that are held of record by a service organization, and if you have not given or do not give voting instructions for your shares, they may not be voted at all or, as described above, may be voted in a manner that you may not intend. Therefore, you are strongly encouraged to be sure your broker-dealer or service organization has instructions as to how you want your shares to be voted.

Other Matters to Come Before the Meeting

         Management of the Fund does not know of any matters to be presented at the Special Meeting other than those described in this Proxy Statement. If other business should properly come before the Special Meeting, the proxy holders will vote thereon in accordance with their best judgment.

Shareholder Proposals for Future Meetings

         The Fund is not required to hold annual meetings of shareholders and currently does not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act. In order for a shareholder proposal to be considered for inclusion in the proxy statement at any subsequent meeting of shareholders, the proposal must be submitted a reasonable time before the proxy statement for that meeting is mailed. Whether a proposal is timely submitted in the proxy statement will be determined in accordance with applicable federal and state laws. The timely submission of a proposal does not guarantee its inclusion.

Principal Shareholders

         The only persons known to own of record or beneficially 5% or more of the outstanding shares of the Fund as of the record date were:

Name and Address		Beneficially
of Beneficial Owner	Class	or of Record	Percent
-----------------------------	----------	-----------------	------------
FTC & Co	Advisor Class	58,852	29.71%
Denver CO 80217-3736
Ivy Investment Management	Advisor Class	61,928	31.26%
	Company
Bernita F Moorshead
Waddell & Reed
Shawnee Mission KS 66202-4247
MLPF&S for the sole	Class A	2,142,854	5.14%
Benefit of its Customers	Class B	145,026	3.94%
ATTN: Fund Administration	Class C	1,736,534	11.67%
Jacksonville FL 32246-6484	Advisor Class	3,050	1.54%
National Investor Services FBO	Class I	1,544	100.00%
New York NY 10041-3299
Nationwide Trust Company FSB	Class Y	10,791	1.16%
c/o IPO Portfolio Accounting
Columbus OH 43218-2029
Peter Cundill Holdings Ltd	Advisor Class	35,962	18.15%
c/o Arthur Chan
Vancouver BC V6E4A6
Canada
Vanguard Fiduciary Trust Co	Class Y	67,115	7.21%
Wayne PA 19087-1816
Waddell & Reed Financial, Inc.	Class Y	590,477	14.15%
401(k) and Thrift Plan
Overland Park KS 66202
Wells Fargo Bank NA FBO	Class Y	51,398	5.52%
Levitt Randall J 1955 B Trust
Minneapolis MN 55480-1533
Wells Fargo Bank NA FBO	Class Y	51,398	5.52%
Levitt Mark A 1957 B Trust
Minneapolis MN 55480-1533
Wells Fargo Bank NA FBO	Class Y	51,398	5.52%
Levitt Beth A 1961 B Trust
Minneapolis MN 55480-1533
Wells Fargo Bank NA FBO	Class Y	51,398	5.52%
Levitt Jay B 1965 B Trust
Minneapolis MN 55480-1533

Expenses and Additional Proxy Solicitation Information

         Cundill and Mackenzie have agreed to bear the total costs of the Special Meeting, which includes all the costs of preparing, printing and mailing the proxy materials for the Special Meeting of shareholders of the Trust and all costs of solicitation of proxies. The solicitation of proxies will be made primarily by mail, oral communication, telephone, or other permissible electronic means by representatives of the Trust, Trust affiliates, IICO, IICO affiliates, MIS, an ADP Company, and certain broker-dealers (who may be specifically compensated for such services).

By order of the Board of Trustees,

Kristen A. Richards

   Assistant Secretary

October 2, 2006

Exhibit A

PROPOSED INVESTMENT SUB-ADVISORY AGREEMENT

         THIS AGREEMENT, made as of the __ day of _______, 2006, by and between Ivy Investment Management Company, a Delaware corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Adviser") and Mackenzie Financial Corporation, registered as an Investment Adviser under the Investment Advisers Act of 1940 (the "Sub-Adviser").

         WHEREAS, the Adviser is the investment manager to Ivy Funds, (the "Trust"), an open-end diversified management investment company organized as a series fund, registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

         WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish it with portfolio management services in connection with the Adviser's investment advisory activities on behalf of the Trust's Cundill Global Value Fund (hereinafter "Fund"), and the Sub-Adviser desires to furnish such services to the Adviser;

         NOW, THEREFORE, in consideration of the premises and the terms and conditions hereinafter set forth, it is agreed as follows:

Appointment of Sub-Adviser

In accordance with and subject to the Master Business Management and Investment Advisory Agreement between the Trust and the Adviser dated December 31, 2004, the Adviser hereby appoints the Sub-Adviser to perform portfolio selection services described herein for investment and reinvestment of the Fund, subject to the control and direction of the Trust's Board of Trustees and the Adviser, for the period and on the terms hereinafter set forth. The Sub-Adviser accepts such appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided. The Sub-Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Trust or the Adviser.

Obligations of and Services to be Provided by the Sub-Adviser

(a)	The Sub-Adviser shall provide the following services and assume the following obligations with respect to the Fund of the Trust:
	(1)	The investment of the assets of the Fund shall at all times be subject to the applicable provisions of the Declaration of Trust, the Bylaws, the Registration Statement, the current Prospectus and the Statement of Additional Information of the Trust in the form provided to the Sub-Adviser by the Adviser from time to time, and shall conform to the investment objectives, policies and restrictions of the Fund as set forth in such documents provided to Sub-Adviser and as interpreted from time to time by the Board of Trustees of the Trust and by the Adviser, and communicated to the Sub-Adviser in writing. Within the framework of the investment objectives, policies and restrictions of the Fund as set forth in such documents, and subject to the supervision of the Adviser, the Sub-Adviser shall have the sole and exclusive responsibility for the making and execution of all investment decisions for the Fund. The Adviser agrees to consult with the Sub-Adviser regarding proposed material changes to the objective, policies or restrictions of the Fund; however, it is the Adviser's ultimate and sole decision to recommend such a revision to the Fund's Board of Trustees for their consideration. If a change is made to the Fund's objective, policies or restrictions, the Adviser agrees to notify the Sub-Adviser, in writing, at least 30 days prior to such change taking effect, or as soon as practicable if such change is required by applicable law, and to deliver to the Sub-Adviser updated documents, if prepared.
	(2)	In carrying out its obligations to manage the investments and reinvestments of the assets of the Fund, the Sub-Adviser shall: (i) formulate and implement a continuous investment program for the Fund consistent with the investment objective and related investment policies for the Fund as described above; and (ii) take such steps as are necessary to implement the aforementioned investment program by placing orders for purchases and sales of securities with broker-dealers.
	(3)	In connection with the purchase and sale of securities of the Fund, the Sub-Adviser shall arrange for the transmission to the Adviser (or its designee) for the Trust on a daily basis, to be no later than 1:00 p.m. CST on trade date + 1 (T+1) such confirmation, trade tickets and other documents as may be necessary to enable them to perform their administrative responsibilities with respect to the Fund. The Sub-Adviser shall render such reports to the Adviser and/or to the Trust's Board of Trustees concerning the investment activity and portfolio composition of the Fund in such form and at such intervals as the Adviser or the Board may from time to time reasonably require.
	(4)	The Sub-Adviser shall, in the name of the Trust, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as described above. In connection with the placement of orders for the execution of the Fund's portfolio transactions, the Sub-Adviser shall create and maintain all necessary brokerage records of the Trust in accordance with all applicable law, rules and regulations, including but not limited to, records required by Section 31(a) of the 1940 Act. All records shall be the joint property of the Trust and the Sub-Adviser, and the Sub-Adviser shall make such records available for inspection and use by the Securities and Exchange Commission, the Trust or any person retained by the Trust. Where applicable, such records shall be maintained by the Sub-Adviser for the period and in the place required by Rule 31a-2 under the 1940 Act.
	(5)	In placing orders or directing the placement of orders for the execution of portfolio transactions, the Sub-Adviser shall select brokers and dealers for the execution of the Fund's transactions. In selecting brokers or dealers to execute such orders, the Sub-Adviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Sub-Adviser's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Sub-Adviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Sub-Adviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in Section 28(e)) provided by such broker, viewed in terms either of the Fund's or the Sub-Adviser's overall responsibilities to the Sub-Adviser's discretionary accounts. The Sub-Adviser shall render such reports to the Adviser and/or to the Fund's Board of Trustees at such intervals and in such form as may be mutually agreed regarding the total amount and usage of all commissions generated as a result of trades executed for the Fund's holdings, as well as information regarding third-party services, if any, received by the Sub-Adviser as a result of trading activity with select brokers and dealers.
(b)	The Sub-Adviser shall use the same skill and care in providing services to the Trust as it uses in providing services to fiduciary accounts for which it has investment responsibility. The Sub-Adviser will materially comply with all applicable rules and regulations of the Securities and Exchange Commission in providing investment management services with respect to the Fund.
(c)	The Sub-Adviser shall (i) comply with all reasonable requests of the Trust (through the Adviser) for information, including information required in connection with the Trust's filings with the Securities and Exchange Commission (the "SEC") and state securities commissions, and (ii) provide such other services as the Sub-Adviser shall from time to time determine to be necessary to the administration of the Trust.
(d)	At such intervals and in such form as may be mutually agreed, the Sub-Adviser shall furnish to the Adviser for distribution to the Trust's Board of Trustees reports on the investment performance of the Fund and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Trust's officers or Board of Trustees shall reasonably request.
(e)	On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Sub-Adviser also may purchase or sell a particular security for one or more clients in different amounts. On either occasion, and to the extent permitted by applicable law and regulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients. In no instance, however, will the Fund's assets be purchased from or sold to the Adviser, the Sub-Adviser, the Trust's principal underwriter, or any affiliated person of either the Trust, the Adviser, the Sub-Adviser or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the SEC and the 1940 Act.
(f)	Consistent with U.S. securities laws, the Sub-Adviser agrees to adopt written trade allocation procedures that the Sub-Adviser considers "fair and equitable" to its clients which are consistent with the investment objectives, policies and restrictions of the Fund, as described above. The Sub-Adviser also agrees to effect securities transactions in client accounts consistent with the allocation system described in such written procedures.
(g)	The Sub-Adviser shall review all proxy solicitation materials and be responsible for voting in its discretion and handling all proxies in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected proxies to the Sub-Adviser. The Sub-Adviser shall provide to the Advisor a copy of Sub-Adviser's written proxy voting policies and procedures, as adopted, including policies on addressing potential conflicts of interest and a copy of any summary of the procedures, if applicable. Sub-Adviser shall also be responsible for maintaining records with respect to the proxy votes cast for the Fund. The records shall conform to the applicable SEC proxy regulations. Records of all applicable proxy voting records will be provided to the Adviser within 5 business days of any request, written or oral (voting records should be available in hard and soft copy).
(h)	The Sub-Adviser shall review all notices, including but not limited to corporate action notices, and provide and respond to all corresponding requests for information in relation to the securities held in the Fund. The Adviser shall instruct the custodian and other appropriate parties providing services to the Fund to promptly forward misdirected corporate action notices to the Sub-Adviser.
(i)	The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitment under this Agreement and/or any termination or resignation of senior (key) personnel who are directly responsible for portfolio management for the Fund.
(j)	The Sub-Advisor shall have no responsibility for filing claims on behalf of the Adviser or the Trust with respect to any class action, bankruptcy proceeding or any other action or proceeding in which the Adviser or the Trust may be entitled to participate as a result of the Fund's security holdings. The Sub-Adviser's responsibility with respect to such matters shall be limited to cooperating with the Adviser and the Trust in making such filings and to using its best efforts in sharing applicable information regarding such matters with the Adviser and the Trust.

         3.      Delivery of Documents to the Adviser

The Sub-Adviser has furnished the Adviser with copies of each of the following documents:



(a)	The Sub-Adviser's current Form ADV and any amendments thereto, if applicable;
(b)	The Sub-Adviser's most recent audited balance sheet, which may be provided via the consolidated balance sheet for IGM Financial, Inc.;
(c)	Separate lists of persons whom the Sub-Adviser wishes to have authorized to give written and/or oral instructions to the fund accounting agent of Trust assets for the Fund;
(d)	The Business Conduct Policy and/or the Code of Ethics of the Sub-Adviser as currently in effect; and
(e)	The Sub-Adviser's compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Investment Adviser Act of 1940 (the "Adviser Act").




The Sub-Adviser will furnish the Adviser from time to time with copies, properly certified or otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Additionally, the Sub-Adviser will provide to the Adviser such other documents relating to its services under this Agreement as the Adviser may reasonably request on a periodic basis. Such amendments or supplements as to items (a) through (d) above will be provided within 30 days of the time such materials became available to the Sub-Adviser.

         4.      Expenses

During the terms of this Agreement, the Sub-Adviser will pay all expenses incurred by it in connection with its activities under this Agreement, except as otherwise agreed to by the Sub-Adviser and the Adviser.

         5.      Compensation

In payment for the investment sub-advisory services to be rendered by the Sub-Adviser in respect of the Fund hereunder, the Adviser shall pay to the Sub-Adviser as full compensation for all services hereunder a fee computed at an annual rate which shall be a percentage of the average daily value of the net assets of the Fund. The fee shall be accrued daily and shall be based on the net asset values of all of the issued and outstanding shares of the Fund as determined as of the close of each business day pursuant to the Declaration of Trust, Bylaws and currently effective Prospectus and Statement of Additional Information of the Trust. The fee shall be payable in arrears on the last day of each calendar month.

The amount of such annual fee, in U.S. dollars, as applied to the average daily value of the net assets of the Fund shall be as described in the schedule below:



Net Portfolio Assets	Fee
Up to $500 million	0.500%
Over $500 million and up to $1 billion	0.425%
Over $1 billion and up to $2 billion	0.415%
Over $2 billion and up to $3 billion	0.400%
Over $3 billion	0.380%

         6.     Renewal and Termination

This Agreement shall continue in effect until September 30, 2007, and from year to year thereafter provided such continuance is specifically approved at least annually by a vote of the holders of the majority of the outstanding voting securities of a Fund, or by a vote of the majority of the Trust's Board of Trustees. And further provided that such continuance is also approved annually by a vote of the majority of the Trust's Board of Trustees who are not parties to this Agreement or interested persons of parties hereto, cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time without payment of penalty: (i) by the Trust's Board of Trustees or by a vote of a majority of the outstanding voting securities of the class of capital stock of the Fund on ninety days' prior written notice, or (ii) by either party hereto upon ninety days' prior written notice to the other. This Agreement will terminate automatically upon any termination of the Investment Management Agreement between the Trust and the Adviser or in the event of its assignment. The terms "interested person," "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings set forth in the 1940 Act.

         7.     General Provisions

(a)	The Sub-Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be provided by the 1940 Act, neither the Sub-Adviser nor its officers, directors, employees or agents shall be subject to any liability for any error of judgment or mistake of law or for any loss arising out of any investment or other act or omission in the performance by the Sub-Adviser of its duties under this Agreement or for any loss or damage resulting from the imposition by any government or exchange control restrictions which might affect the liquidity of the Fund's assets, or from acts or omissions of the Adviser or custodians or other agents of the Trust or the Fund or securities depositories, or from any war or political act of any foreign government to which such assets might be exposed, provided that nothing herein shall be deemed to protect, or purport to protect, the Sub-Adviser against any liability to the Trust to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the Sub-Adviser's reckless disregard of its obligations and duties hereunder.
(b)	The Adviser and the Trust's Board of Trustees understand that the value of investments made for the Account may go up as well as down, is not guaranteed and that investment decisions will not always be profitable. Neither the Sub-Adviser nor the Adviser have made, and are not making, any guarantees, including any guarantee as to any specific level of performance of the Fund. The Adviser and the Trust's Board of Trustees acknowledge that each Fund is designed for the described investment objective and is not intended as a complete investment program. They also understand that investment decisions made on behalf of the Fund by the Sub-Adviser are subject to various market and business risks.
(c)	This Agreement shall not become effective unless and until it is approved by the Board of Trustees of the Trust, including a majority of the members who are not "interested persons" to parties to this Agreement, by a vote cast in person at a meeting called for the purpose of voting such approval, and by a majority of the outstanding voting securities of the class of capital stock of the Fund.
(d)	The Adviser understands that the Sub-Adviser now acts, will continue to act, or may act in the future, as investment adviser to fiduciary and other managed accounts, including other investment companies, and the Adviser has no objection to the Sub-Adviser so acting, provided that the Sub-Adviser duly performs all obligations under this Agreement. The Adviser also understands that the Sub-Adviser may give advice and take action with respect to any of its other clients or for its own account which may differ from the timing or nature of action taken by the Sub-Adviser with respect to the Fund. Nothing in this Agreement shall impose upon the Sub-Adviser any obligation to purchase or sell or to recommend for purchase or sale, with respect to the Trust, any security which the Sub-Adviser or its shareholders, directors, officers, employees or affiliates may purchase or sell for its or their own account(s) or for the account of any other client.
(e)	Except to the extent necessary to perform its obligations hereunder, nothing herein shall be deemed to limit or restrict the right of the Sub-Adviser, or the right of any of its officers, directors or employees who may also be an officer, trustee or employee of the Trust, or persons otherwise affiliated with the Trust (within the meaning of the 1940 Act) to engage in any other business or to devote time and attention to the management or other aspects of any other business, whether of a similar or dissimilar nature, or to render services of any kind to any other trust, corporation, firm, individual or association.

       8.     Confidential Treatment

It is understood that any information or recommendation supplied by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for use only by the Adviser, the Fund or such persons as the Adviser may designate in connection with the Fund. It is also understood that any information supplied to the Sub-Adviser in connection with the performance of its obligations hereunder, particularly, but not limited to, any list of securities which, on a temporary basis, may not be bought or sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its obligation to provide investment advice and other services to the Fund.

         9.     Representations and Warranties

The Sub-Adviser hereby represents and warrants as follows:



(a)	The Sub-Adviser is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and the rules and regulations thereunder;
(b)	The Sub-Adviser has all requisite authority to enter into, execute, deliver and perform the Sub-Adviser's obligations under this Agreement;
(c)	The Sub-Adviser's performance of its obligations under this Agreement does not conflict with any law, regulation or order to which the Sub-Adviser is subject; and
(d)	The Sub-Adviser has reviewed the portion of (i) the registration statement filed with the SEC, as amended from time to time, for the Fund ("Registration Statement"), and (ii) Fund's prospectuses and statements of additional information (including amendments) thereto, in each case in the form received from the Adviser with respect to the disclosure about the Sub-Adviser and the Fund of which the Sub-Adviser has knowledge and except as advised in writing to the Adviser such Registration Statement, prospectuses and statements of additional information (including amendments) contain, as of their respective dates, no untrue statement of any material fact of which the Sub-Adviser has knowledge and do not omit any statement of a material fact of which the Sub-Adviser has knowledge which was required to be stated therein or necessary to make the statements contained therein not misleading.

         10.     Representations and Warranties

The Adviser hereby represents and warrants as follows:

(a)	The Adviser is registered with the SEC as an investment adviser under the Advisers Act, and such registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and the rules and regulations thereunder;
(b)	The Adviser has all requisite authority to enter into and execute this Investment Sub-Advisory Agreement, in accordance with the Investment Management Agreement between the Trust and the Adviser, dated September 9, 2004;
(c)	The Adviser's performance of its obligations under this Agreement does not conflict with any law, regulation or order to which the Adviser is subject.

         11.     Reports by the Sub-Adviser and Records of the Fund

The Sub-Adviser shall furnish the Adviser with reports concerning transactions and performance of the Fund, including information required to be disclosed in the Trust's Registration Statement, in such form and at such intervals as may be mutually agreed from time to time. The Sub-Adviser shall permit the financial statements, books and records with respect to the Fund to be inspected and audited by the Trust, the Adviser or their agents during normal business hours, upon reasonable notice to the Sub-Adviser. The Sub-Adviser shall immediately notify and forward to the Adviser any legal process served upon it on behalf of the Adviser or the Trust. The Sub-Adviser shall promptly notify the Adviser of any changes in any information concerning the Sub-Adviser of which the Sub-Adviser becomes aware that would be required to be disclosed in the Trust's Registration Statement.

In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser agrees that all records it maintains for the Fund are the joint property of the Sub-Adviser and the Trust and further agrees to deliver to the Trust or the Adviser copies of any such records upon the Trust's or the Adviser's request. The Sub-Adviser further agrees to maintain for the Trust the records the Trust is required to maintain under Rule 31a-1(b) insofar as such records relate to the investment affairs of the Fund. The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains for the Trust.

         12.     Indemnification

The Sub-Adviser agrees to indemnify and hold harmless the Fund, each independent trustee of the Fund, the Adviser, any affiliated person within the meaning of Section 2(a)(3) of the 1940 Act ("affiliated person") of the Adviser and each person, if any, who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act"), controls ("controlling person") the Adviser, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Adviser, the Fund, the Trust or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of the Sub-Adviser's responsibilities as sub-adviser of the Fund pursuant to this Agreement (1) to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Sub-Adviser, any of the Sub-Adviser's employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (2) as a result of any untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Fund or the Trust or any amendment thereof or any supplement thereto or the omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon written information furnished by the Sub-Adviser to the Adviser, the Trust or any affiliated person of the Adviser or the Trust expressly for use in the Trust's Registration Statement, or (3) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio transactions according to the standards and requirements of the 1940 Act; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Adviser or any affiliated person or controlling person of the Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

The Adviser agrees to indemnify and hold harmless the Sub-Adviser, each affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person may become subject under the 1933 Act, the 1940 Act, the Advisers Act, under any other statute, at common law or otherwise, arising out of (1) the Adviser's responsibilities as investment manager of the Fund to the extent of and as a result of the willful misconduct, bad faith, or gross negligence of the Adviser, any of the Adviser's employees or representatives or any affiliate of or any person acting on behalf of the Adviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectuses or statements of additional information covering the Fund or the Trust or any amendment thereof or any supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made by the Trust other than in reliance upon written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser, expressly for use in the Trust's Registration Statement; provided, however, that in no case is the Adviser's indemnity in favor of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

         13.     Assignment by the Sub-Adviser

This Agreement shall not be assigned by the Sub-Adviser to any other person or company without the Adviser's prior written consent which consent shall not be unreasonably withheld by the Adviser, although such consent shall be subject to the approval of the Board of Trustees for the Trust.

         14.     Jurisdiction and Applicable Law

The Sub-Adviser irrevocably submits to the jurisdiction of any state or U.S. federal court sitting in the State of Kansas over any suit, action or proceeding arising out of or relating to this proposal and the agreement contemplated herein. This Agreement shall be construed and enforced in accordance with the laws of Massachusetts, the 1940 Act and the applicable rules and guidance issued by the Securities and Exchange Commission and its staff thereunder. The Sub-Adviser irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. The Sub-Adviser agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Sub-Adviser, and may be enforced to the extent permitted by applicable law in any court of the jurisdiction of which the Sub-Adviser is subject by a suit upon such judgment.

Nothing in this Section 14 shall affect the right of the Adviser to serve process in any manner permitted by law or limit the right of the Adviser to bring proceedings against the Sub-Adviser in the courts of any jurisdiction or jurisdictions.

         15.     Notices

All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered or sent by pre-paid first class letter post to the following addresses or to such other address as the relevant addressee shall hereafter notify for such purpose to the others by notice in writing and shall be deemed to have been given at the time of delivery.

If to the Adviser:	IVY INVESTMENT MANAGEMENT COMPANY 6300 Lamar Avenue Overland Park, KS 66202, U.S.A. Attention: Henry J. Herrmann, President
If to the Trust or Fund:	IVY FUNDS 6300 Lamar Avenue Overland Park, KS 66202, U.S.A. Attention: Kristen A. Richards, Vice President
If to the Sub-Adviser:	MACKENZIE FINANCIAL CORPORATION 150 Bloor Street West Suite 810 Toronto, Ontario Canada M5S 3B5 Attention: W. Sean Burgess, Senior Vice President and General Counsel

         16.     Severability

Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.

         17.     Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all such counterparts shall constitute a single instrument.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement.

IVY INVESTMENT MANAGEMENT COMPANY

By:                                                      

         Henry J. Herrmann

Its:         President

Date:                                                   

MACKENZIE FINANCIAL CORPORATION

By:                                                    

Its:                                                      

Date:                                                  

Form of Proxy Card

PROXY TABULATOR
P.O. Box 9112
Farmingdale, NY 11735 To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to Website www.proxyvote.com
3) Follow the instructions provided on the website.

To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:          [X]

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

IVY CUNDILL GLOBAL VALUE FUND

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE PROPOSAL.

Vote on Proposal

1. To approve a sub-advisory agreement between Ivy Investment Management Company and Mackenzie Financial Corporation with respect to the Fund.

                  [    ] FOR                           [    ] AGAINST                  [    ] ABSTAIN

The proxies are authorized to vote in their discretion on any other business that may properly come before the
meeting or any adjournments or postponements thereof.

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD BELOW AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

 

Please sign name or names as appearing on proxy
and return promptly in the enclosed postage-paid envelope.
If signing as a representative, please include capacity.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

-------------------------------------------------------------------------------------------------------------

IVY CUNDILL GLOBAL VALUE FUND	SPECIAL MEETING OF THE SHAREHOLDERS
A Series of IVY FUNDS	November 9, 2006

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST

The undersigned, having received Notice of the November 9, 2006 Special Meeting of Shareholders of the above referenced fund (the "Fund"), a series of Ivy Funds (the "Trust"), and the related Proxy Statement, hereby appoints Kristen A. Richards and Daniel C. Schulte as proxies, each with full power of substitution and revocation, to represent the undersigned and to vote all shares of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 6300 Lamar Avenue, Overland Park, Kansas on November 9, 2006 at 3:00 p.m. Central Time, and any adjournments or postponements thereof. The undersigned hereby revokes any and all proxies with respect to such shares previously given by me. This instruction may be revoked at any time prior to its exercise at the Special Meeting by execution of a subsequent proxy card, by written notice to the Secretary of the Trust, or by voting in person at the Special Meeting.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR SPECIFICATIONS. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSAL.

IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL YOUR CARD.

PLEASE INDICATE VOTES ON OPPOSITE SIDE OF CARD.

Form of Buckslip

IVY FUNDS

THREE EASY WAYS TO VOTE

YOUR PROXY

The accompanying proxy statement discusses important matters affecting Ivy Cundill Global Value Fund, a series of Ivy Funds. Please take time to read the proxy statement, then cast your vote. There are three easy ways to vote -- choose the method that's most convenient for you. Please vote all proxy cards received.

1.	Vote by telephone. Just call our dedicated proxy voting number -- 1-800-690-6903. This is a toll-free number. It's available 24 hours a day, seven days a week. For each proxy, enter the 14-digit number printed on the upper portion of the card and follow the voice promptings to record your vote.
2.	Vote by Internet. Visit the web site -- www.proxyvote.com and enter the 14-digit number. Then follow the voting instructions that will appear. Vote each card received separately.
3.	Vote by mail. Simply fill out the proxy card(s) and return them to us in the enclosed postage paid envelope. Please do not return your cards if you vote by phone or Internet.

 If you have any questions, please contact the proxy service firm for the Fund, MIS, an ADP Company, at 1-888-684-2438.

Remember -- your vote matters.
Please vote today!