Exhibit d(27)
SUBADVISORY AGREEMENT
AGREEMENT made as of the 1st day of March, 2000, between IVY
MANAGEMENT, INC., 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 U.S.A., a
Massachusetts corporation (hereinafter called the "Manager"), and XXXXX XXXXXXX
& ASSOCIATES, Inc., a corporation incorporated under the laws of Delaware at XX
Xxx 00000, Xxxxx Xxxxxxx, XX 00000 XXX (hereinafter called the "Subadviser").
WHEREAS, Ivy Fund (the "Trust") is a Massachusetts business trust
organized with one or more series of shares, and is registered as an investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Manager has entered into a Master Business Management and
Investment Advisory Agreement dated December 31, 1991, as amended (the "Advisory
Agreement"), with the Trust, pursuant to which the Manager acts as investment
adviser to the portfolio assets of certain series of the Trust listed on
Schedule A hereto, as amended from time to time (each a "Fund" and,
collectively, the "Funds"); and
WHEREAS, the Manager desires to utilize the services of the Subadviser
as investment subadviser with respect to certain portfolio assets of each Fund;
and
WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
1. Duties of the Subadviser. The Subadviser will serve the Manager as
investment subadviser with respect to certain portfolio assets of
each Fund, as set forth on the attached Schedule A.
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(a) As investment subadviser to the Funds, the Subadviser is
hereby authorized and directed and hereby agrees, in
accordance with the Subadviser's best judgment and
subject to the stated investment objectives, policies
and restrictions of the Funds as set forth in the
current prospectuses and statements of additional
information of the Trust (including amendments) and in
accordance with the Trust's Declaration of Trust, as
amended, and By-laws governing the offering of its
shares (collectively, the "Trust Documents"), the 1940
Act and the provisions of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code"), relating
to regulated investment companies, and subject to such
resolutions as from time to time may be adopted by the
Trust's Board of Trustees, and provided that the Trust
Documents are all furnished to the Subadviser, to
develop, recommend and implement such investment program
and strategy for the Funds as may from time to time be
most appropriate to the achievement of the investment
objectives of the Funds as stated in the aforesaid
prospectuses, to provide research and analysis relative
to the investment program and investments of the Funds,
to determine what securities should be purchased and
sold and to monitor on a continuing basis the
performance of the portfolio securities of the Funds.
(b) The Subadviser agrees to comply with the investment
objective and policies as set out in the Funds
registration statement in providing its investment
advisory services and to notify the Manager on a timely
basis of any lapse in compliance with the objective and
policies.
(c) The Subadviser shall (i) comply with all reasonable
requests of the Trust (through the Manager) 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
Subadviser shall from time to time determine to be
necessary or useful to the administration of the Funds.
(d) The Subadviser shall furnish to the Manager for
distribution to the Trust's Board of Trustees periodic
reports on the investment performance of each 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 Subadviser deems the purchase or
sale of a security to be in the best interest of a Fund
as well as other customers, the Subadviser, 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 Subadviser also may purchase or sell a
particular security for one or more customers 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 Subadviser in the manner it considers to be the most
equitable and consistent with its fiduciary obligations
to the Fund involved and to such other customers. In no
instance, however, will a Fund's assets be purchased
from or sold to the Manager, the Subadviser, the Trust's
principal underwriter, or any affiliated person of
either the Trust, the Manager, the Subadviser 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 Subadviser
agrees to adopt written trade allocation procedures that
are "fair and equitable" to its clients which are
consistent with the investment policies set out in the
prospectuses and statements of additional information
(including amendments) of the Funds or as the Trust's
Board of Trustees may direct from time to time. The
Subadviser also agrees to effect securities transactions
in client accounts consistent with the allocation system
described in such written procedures, to keep accurate
records of such transactions and to fully disclose such
trade allocation procedures and practices to clients.
(g) The Subadviser shall provide the Funds' custodian on
each business day with information relating to all
transactions concerning each Fund's assets and shall
provide the Manager with such information upon request
of the Manager.
(h) The investment advisory services provided by the
Subadviser under this Agreement are not to be deemed
exclusive and the Subadviser shall be free to render
similar services to others, as long as such services do
not impair the services rendered to the Manager or the
Trust.
(i) The Subadviser shall promptly notify the Manager of any
financial condition that is likely to impair the
Subadviser's ability to fulfill its commitment under
this Agreement.
2. Delivery of Documents to the Manager. The Subadviser has furnished
the Manager with copies of each of the following documents:
(a) The Subadviser's current Form ADV and any amendments
thereto, if applicable;
(b) The Subadviser's most recent audited balance sheet;
(c) Separate lists of persons whom the Subadviser wishes to
have authorized to give written and/or oral instructions
to the custodian and the fund accounting agent of Trust
assets for the Funds; and
(d) The Code of Ethics of the Subadviser as currently in
effect.
The Subadviser will furnish the Manager 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
Subadviser will provide to the Manager such other
documents relating to its services under this Agreement
as the Manager 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 Subadviser.
3. Expenses. The Subadviser shall pay all of its expenses arising from
the performance of its obligations under this Agreement.
4. Compensation. The Manager shall pay to the Subadviser for its
services hereunder, and the Subadviser agrees to accept as full
compensation therefor, a fee with respect to each Fund as set forth
on Schedule B. Such fee shall be accrued daily on the basis of the
value of the portion of the average daily net assets of the
applicable Fund as are then being managed by the Subadviser and
shall be payable monthly. If the Subadviser shall serve hereunder
for less than the whole of any month, the fee hereunder shall be
prorated accordingly.
5. Purchase and Sale of Securities. The Subadviser will determine the
securities to be purchased or sold with respect to the portion of
each Fund's portfolio assets being managed by it, and shall purchase
securities from or through and sell securities to or through such
persons, brokers or dealers as the Subadviser shall deem appropriate
in order to carry out the policy with respect to allocation of
portfolio transactions as described in section 1.(f) of this
Agreement and statements of additional information (including
amendments) of the Funds. In providing the Funds with investment
management and supervision, it is recognized that the Subadviser
will seek the most favorable price and execution, and, consistent
with such policy, may give consideration to the research services
furnished by brokers or dealers to the Subadviser for its use and to
such other considerations as the Trust's Board of Trustees may
direct or authorize from time to time.
Nothing in this Agreement shall be implied to prevent: (i) the
Manager from engaging other subadvisers to provide investment advice
and other services in relation to series of the Trust, or a portion
of the portfolio assets of any such series, for which the Subadviser
does not provide such services, or to prevent the Manager from
providing such services itself in relation to such series; or (ii)
the Subadviser from providing investment advice and other services
to other funds or clients.
In the performance of its duties hereunder, the Subadviser is and
shall be an independent contractor and except as expressly provided
herein or otherwise authorized in writing, shall have no authority
to act for or represent the Trust, the Funds, any other series of
the Trust or the Manager in any way or otherwise be deemed to be an
agent of the Trust, the Funds, any other series of the Trust or the
Manager.
6. Term of Agreement. This Agreement shall continue in full force and
effect until February 1, 2002 and from year to year thereafter if
such continuance is approved in the manner required by the 1940 Act
if the Subadviser shall not have notified the Manager in writing at
least 60 days prior to such February 1 or prior to February 1 of any
year thereafter that it does not desire such continuance. This
Agreement may be terminated at any time, without payment of penalty
by a Fund, by vote of the Trust's Board of Trustees or a majority of
the outstanding voting securities of the applicable Fund (as defined
by the 1940 Act), or by the Manager upon 30 days written notice or
by the Subadviser upon 120 days' written notice. This Agreement will
automatically terminate in the event of its assignment (as defined
by the 0000 Xxx) or upon the termination of the Advisory Agreement,
or if (a) either party is unable to pay its debts or an
administrative or insolvency order is made in respect of a party
pursuant to its relevant governing and applicable laws and
regulations.
7. Amendments. This Agreement may be amended by consent of the parties
hereto provided that the consent of the applicable Fund is obtained
in accordance with the requirements of the 1940 Act.
8. Confidential Treatment. It is understood that any information or
recommendation supplied by the Subadviser in connection with the
performance of its obligations hereunder is to be regarded as
confidential and for use only by the Manager, the Trust or such
persons as the Manager may designate in connection with the Funds.
It is also understood that any information supplied to the
Subadviser 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
Funds, is to be regarded as confidential and for use only by the
Subadviser in connection with its obligation to provide investment
advice and other services to the Funds.
9. Representations and Warranties. The Subadviser hereby represents and
warrants as follows:
(a) The Subadviser is registered with the SEC as an
investment adviser under the Investment Advisers Act of
1940, as amended (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 Subadviser has all requisite authority to enter
into, execute, deliver and perform the Subadviser's
obligations under this Agreement;
(c) The Subadviser's performance of its obligations under
this Agreement does not conflict with any law,
regulation or order to which the Subadviser is subject;
and
(d) The Subadviser has reviewed the portion of (i) the
registration statement filed with the SEC, as amended
from time to time, for the Funds ("Registration
Statement"), and (ii) each Fund's prospectuses and
statements of additional information (including
amendments) thereto, in each case in the form received
from the Manager with respect to the disclosure about
the Subadviser and the Funds of which the Subadviser has
knowledge ("Subadviser and Fund Information") and except
as advised in writing to the Manager 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 Subadviser has knowledge and do not
omit any statement of a material fact of which the
Subadviser has knowledge which was required to be stated
therein or necessary to make the statements contained
therein not misleading.
10. Covenants. The Subadviser hereby covenants and agrees that, so long
as this Agreement shall remain in effect:
(a) The Subadviser shall maintain the Subadviser's
registration as an investment adviser under the Advisers
Act, and such registration shall at all times remain
current, complete and in full compliance with all
material applicable provisions of the Advisers Act and
the rules and regulations thereunder;
(b) The Subadviser's performance of its obligations under
this Agreement shall not conflict with any law,
regulation or order to which the Subadviser is then
subject;
(c) The Subadviser shall at all times comply with the
Advisers Act and the 1940 Act, and all rules and
regulations thereunder, and all other applicable laws
and regulations, and the Registration Statement,
prospectuses and statements of additional information
(including amendments) and with any applicable
procedures adopted by the Trust's Board of Trustees,
provided that such procedures are substantially similar
to those applicable to similar funds for which the
Trust's Board of Trustees is responsible and that such
procedures are identified in writing to the Subadviser;
(d) The Subadviser shall promptly notify the Manager and the
Fund upon the occurrence of any event that might
disqualify or prevent the Subadviser from performing its
duties under this Agreement. The Subadviser shall
promptly notify the Manager and the Fund if there are
any changes to its organizational structure or the
Subadviser has become the subject of any adverse
regulatory action imposed by any regulatory body or
self-regulatory organization. The Subadviser further
agrees to notify the Manager of any changes relating to
it or the provision of services by it that would cause
the Registration Statement, prospectuses or statements
of additional information (including amendments) for the
Funds to contain any untrue statement of a material fact
or to omit to state a material fact which is required to
be stated therein or is necessary to make the statements
contained therein not misleading, in each case relating
to Subadviser and Fund Information;
(e) The Subadviser will manage the portion of each Fund's
portfolio assets for which it serves as subadviser under
this Agreement in a manner consistent with the Fund's
status as a regulated investment company under
Subchapter M of the Internal Revenue Code; and
(f) The Subadviser shall exercise its powers and discharge
its duties as adviser honestly, in good faith and in the
best interests of the Funds and shall exercise the
degree of care, diligence and skill that a reasonably
prudent person would exercise in the circumstances
provide that it has fulfilled its standard of care
obligation, the Subadviser will not be liable for any
loss sustained by reason of the adoption or
implementation of any investment objective or policy or
the purchase, sale or retention of any portfolio
investment by and on behalf of the Funds.
11. Use of Names.
(a) The Subadviser acknowledges and agrees that the names
Ivy Fund and Ivy Management, Inc, and abbreviations or
logos associated with those names, are the valuable
property of Manager and its affiliates; that the Funds,
the Manager and their affiliates have the right to use
such names, abbreviations and logos; and that the
Subadviser shall use the names Ivy Fund and Ivy
Management, Inc., and associated abbreviations and
logos, only in connection with the Subadviser's
performance of its duties hereunder. Further, in any
communication with the public and in any marketing
communications of any sort, Subadviser agrees to obtain
prior written approval from Manager before using or
referring to Ivy Fund, and Ivy Management, Inc, or the
Funds or any abbreviations or logos associated with
those names; provided that nothing herein shall be
deemed to prohibit the Subadviser from referring to the
performance of the Funds in the Subadviser's marketing
material as long as such marketing material does not
constitute "sales literature" or "advertising" for the
Funds, as those terms are used in the rules, regulations
and guidelines of the SEC and the National Association
of Securities Dealers, Inc.
(b) The Subadviser acknowledges that each Fund and its
agents may use the "Cundill" and "Xxxxx Xxxxxxx" names
in connection with accurately describing the activities
of the Fund, including use with marketing and other
promotional and informational material relating to the
Fund. The Subadviser hereby agrees and consents to the
use of the Subadviser's name upon the foregoing terms
and conditions.
(c) The Subadviser acknowledges that each Fund and its
agents may use the "Cundill" name in conjunction with
accurately describing the activities of the Fund,
including use with marketing and other promotional
materials relating to the Fund with prior written
approval always of the Subadviser. In the event that the
Subadviser shall cease to be the Manager's subadviser of
a Fund, then the Fund at its own or the Manager's
expense, upon the Subadviser's written request: (i)
shall cease to use the Subadviser's name for any
commercial purpose; and (ii) shall use its best efforts
to cause the Fund's officers and trustees to take any
and all actions which may be necessary or desirable to
effect the foregoing and to reconvey to the Subadviser
all rights which a Fund may have to such name. Manager
agrees to take any and all reasonable actions as may be
necessary or desirable to effect the foregoing and
Subadviser agrees to allow the Funds and their agents a
reasonable time to effectuate the foregoing.
(d) The Subadviser hereby agrees and consents to the use of
the Subadviser's name upon the foregoing terms and
conditions.
12. Reports by the Subadviser and Records of the Funds. The Subadviser
shall furnish the Manager monthly, quarterly and annual reports
concerning transactions and performance of the Funds, including
information required to be disclosed in the Trust's Registration
Statement, in such form as may be mutually agreed. The Subadviser
shall permit the financial statements, books and records with
respect to the Funds to be inspected and audited by the Trust, the
Manager or their agents at all reasonable times during normal
business hours. The Subadviser shall immediately notify and forward
to both the Manager and legal counsel for the Trust any legal
process served upon it on behalf of the Manager or the Trust. The
Subadviser shall promptly notify the Manager of any changes in any
information concerning the Subadviser of which the Subadviser
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 Subadviser agrees that all records it maintains for the
Trust are the property of the Trust and further agrees to surrender
promptly to the Trust or the Manager any such records upon the
Trust's or the Manager's request. The Subadviser 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 each Fund. The Subadviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act the records
it maintains for the Trust.
13. Indemnification. The Subadviser agrees to indemnify and hold
harmless the Manager, any affiliated person within the meaning of
Section 2(a)(3) of the 1940 Act ("affiliated person") of the Manager
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 Manager, against any and all losses,
claims, damages, liabilities or litigation (including reasonable
legal and other expenses), to which the Manager, 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 Subadviser's
responsibilities as subadviser of the Funds (1) to the extent of and
as a result of the willful misconduct, bad faith, or gross
negligence of the Subadviser, any of the Subadviser's employees or
representatives or any affiliate of or any person acting on behalf
of the Subadviser, 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 Funds 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 in reliance upon written information
furnished by the Subadviser to the Manager, the Trust or any
affiliated person of the Manager or the Trust expressly for use in
the Trust's Registration Statement, or upon verbal information
confirmed by the Subadviser in writing expressly for use in the
Trust's Registration Statement or (3) to the extent of, and as a
result of, the failure of the Subadviser 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 Subadviser's indemnity in favor of the Manager or any affiliated
person or controlling person of the Manager 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 Manager agrees to indemnify and hold harmless the Subadviser
against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which
the Subadviser 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 Manager's responsibilities as investment manager of the Funds
(1) to the extent of and as a result of the willful misconduct, bad
faith, or gross negligence of the Manager, any of the Manager's
employees or representatives or any affiliate of or any person
acting on behalf of the Manager, 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 Funds 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
Subadviser, or any affiliated person of the Subadviser, expressly
for use in the Trust's Registration Statement or other than upon
verbal information confirmed by the Subadviser in writing expressly
for use in the Trust's Registration Statement; provided, however,
that in no case is the Manager's indemnity in favor of the
Subadviser 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.
14. Assignment by Subadviser. This Agreement shall not be assigned by
the Subadviser to any other person or company without the Manager's
prior written consent.
15. Jurisdiction. The Subadviser irrevocably submits to the jurisdiction
of any state or U.S. federal court sitting in the Commonwealth of
Massachusetts over any suit, action or proceeding arising out of or
relating to this proposal and the agreement contemplated herein. The
Subadviser 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 Subadviser
agrees that final judgment in any such suit, action or proceeding
brought in such a court shall be conclusive and binding upon the
Subadviser, and may be enforced to the extent permitted by
applicable law in any court of the jurisdiction of which the
Subadviser is subject by a suit upon such judgment, provided that
service of process is effected upon the Subadviser in the manner
specified in the following paragraph or as otherwise permitted by
law.
As long as the agreement contemplated herein remains in effect, the
Subadviser will at all times have an authorized agent in the
Commonwealth of Massachusetts upon whom process may be served in any
legal action or proceeding in a state or U.S. federal court sitting
in the Commonwealth of Massachusetts over any suit, action or
proceeding arising out of or relating to this proposal or the
agreement contemplated herein. The Subadviser hereby appoints CT
Corporation System as its agent for such purpose, and covenants and
agrees that service of process in any such legal action or
proceeding may be made upon it at the office of such agent at 0
Xxxxxx Xxxxxx, Xxxxxx, XX 00000 (or at such other address in the
Commonwealth of Massachusetts, as said agent may designate by
written notice to the Subadviser and the Manager). The Subadviser
hereby consents to the process being served in any suit, action or
proceeding of the nature referred to in the preceding paragraph by
service upon such agent together with the mailing of a copy thereof
by registered or certified mail, postage prepaid, return receipt
requested, to the address of the Subadviser set forth in Section 16
below or to any other address of which the Subadviser shall have
given written notice to the Manager. The Subadviser irrevocably
waives, to the fullest extent permitted by law, all claim of error
by reason of any such service (but does not waive any right to
assert lack of subject matter jurisdiction) and agrees that such
service (i) shall be deemed in every respect effective service of
process upon the Subadviser in any suit, action or proceeding and
(ii) shall, to the fullest extent permitted by law, be taken and
held to be valid personal service upon and personal delivery to the
Subadviser.
Nothing in this Section 15 shall affect the right of the Manager to
serve process in any manner permitted by law or limit the right of
the Manager to bring proceedings against the Subadviser in the
courts of any jurisdiction or jurisdictions.
16. 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 Manager: IVY MANAGEMENT, INC.
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: C. Xxxxxxx Xxxxxx
If to the Trust: IVY FUND
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: C. Xxxxxxx Xxxxxx
If to the Subadviser: XXXXX XXXXXXX & ASSOCIATES INC.
XX Xxx 00000
Xxxxx Xxxxxxx, XX 00000 XXX
Attn: Xxxxx X. XxXxxxxxx
With a copy to:
Cundill Investment Research Ltd.
0000 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attn: Xx. Xxxxxx X. Xxxxxxxxx
17. Limitation of Liability of the Trust, its Trustees, and
Shareholders. It is understood and expressly stipulated that none of
the trustees, officers, agents, or shareholders of any series of the
Trust shall be personally liable hereunder. It is understood and
acknowledged that all persons dealing with any series of the Trust
must look solely to the property of such series for the enforcement
of any claims against that series as neither the trustees, officers,
agents or shareholders assume any personal liability for obligations
entered into on behalf of any series of the Trust. No series of the
Trust shall be liable for the obligations or liabilities of any
other series of the Trust.
18. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
Anything herein to the contrary notwithstanding, this Agreement
shall not be construed to require, or to impose any duty upon either
of the parties, to do anything in violation of any applicable laws
or regulations.
19. 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.
20. 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, Ivy Management, Inc. and Xxxxx Xxxxxxx &
Associates, Inc. have each caused this instrument to be signed in duplicate on
its behalf by the officer designated below thereunto duly authorized. IVY
MANAGEMENT, INC.
By: /s/ C. XXXXXXX XXXXXX
Title: Senior Vice President
XXXXX XXXXXXX & ASSOCIATES, INC.
By: /s/ F. XXXXX XXXXXXX
Title: President
SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED MARCH 1 , 2000
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Funds:
Xxx Xxxxxxx Value Fund - 100% of Fund's net assets
SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED MARCH 1 , 2000
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Fee schedule:
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Fund Net Assets (U.S. $millions) Advisory Fee Annual Rate
All Net Assets 0.50%
Fees are subject to renegotiation based on assets under management.
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