DECHERT PRICE & RHOADS Letterhead
                          Ten Post Office Square, South
                           Boston, Massachusetts 02109
                                  (617)728-7100
                             (617)426-6567 (fax no.)

                                                                 January 6, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn:    Mrs. Patricia P. Williams
         Division of Investment Management

         Re:      Withdrawal of Registration Statement
                  of The Universal Funds (the "Trust")
                  FILE NOS. 811-9627 AND 333-88937

Dear Mrs. Williams:

         Pursuant to Rule 477(a) under the  Securities  Act of 1933,  as amended
(the "1933 Act"), the Trust hereby submits this application (the  "Application")
for an order of the  Securities  and Exchange  Commission  (the "SEC")  granting
withdrawal of the Trust's  registration  statement  filed under the 1933 Act and
the Investment  Company Act of 1940, as amended (the "1940 Act"), on October 13,
1999. At this time, the Trust's  sponsor,  Ivy Management,  Inc., has determined
that the Trust  does not  comport  with its plans for new  product  development,
although  it may pursue  registration  of a similar  product in the  future.  In
support of this  Application,  the Trust  states that it has never made a public
offering of securities; that it is not now nor has it ever been active; and that
it has no assets,  known liabilities or pending claims.  The Trust believes that
withdrawal of its  registration  statement  would be consistent  with the public
interest and the  protection  of  investors.  No fees are required in connection
with this filing.

         On October  13,  1999,  the Trust filed via EDGAR its  notification  of
registration pursuant to Section 8(a) of the 1940 Act on Form N-8A. Accordingly,
concurrently with this Application the Trust is filing with the SEC on Form N-8F
an  application  for an order pursuant to Section 8(f) of the 1940 Act declaring
that the Trust has ceased to be an investment company.






          Please  contact the  undersigned at (617) 728-7161 or Eric C. Griffith
at (617)728-7113 with any questions concerning this filing.

                                                        Very truly yours,

                                                        /S/ JOSEPH R. FLEMING
                                                        Joseph R. Fleming,
                                                        Attorney-in-Fact