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Exhibit 10.15
SUBADVISORY AGREEMENT
AGREEMENT made as of the 1st day of July, 1999, between IVY
MANAGEMENT, INC., 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 U.S.A.,
a Massachusetts corporation (hereinafter called the "Manager"), and GARMAISE
INVESTMENT TECHNOLOGIES (US) INC., 00 Xx. Xxxxx Xxxxxx Xxxx, Xxxxx 0000,
Xxxxxxx, Xxxxxxx X0X 3A 1 Canada, a Delaware corporation (hereinafter called
the "Subadviser").
WHEREAS, Mackenzie Solutions (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 and Investment
Advisory Agreement dated as of June 28, 1999, 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 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 each Fund.
(a) As investment subadviser to the Funds, the Subadviser 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, to render
investment advice to the Manager as to the selection of the
investment companies that shall comprise each Fund's
portfolio (the "underlying funds") and the re-balancing once
or twice yearly of each Fund's assets in underlying funds
compatible with the investment objectives, policies and
restrictions of the Funds as stated in the aforesaid
prospectuses. The Subadviser shall have no responsibility for
the implementation or execution of transactions which it
recommends to the Manager for any Fund, such responsibility
being solely with the Manager. The Subadviser shall dedicate
approximately 75 hours per year of its time in connection
with rendering investment advice to the Manager under this
Agreement. Time involved in travel in connection with
services provided under this Agreement will count towards the
75 hours.
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(b) The Subadviser shall (i) comply with all reasonable requests
of the Trust 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.
(c) The Subadviser shall furnish to the Trust's Board of Trustees
periodic reports 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.
(d) 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 ability of
the Subadviser to provide the services described herein.
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;
(b) The Subadviser's most recent balance sheet; and
(c) 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
to items (a) through (c) 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 Section 1, other than
expenses incurred in connection with travel by the Subadviser to the
Manager's offices or to other locations at the request of the Manager
relating to the provision of services under this Agreement. Such
travel expenses will be reimbursed by the Manager or an affiliate of
the Manager.
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 of US$50,000 per year. Such fee shall be paid
quarterly in arrears in equal installments of US$12,500. To the extent
that the Subadviser agrees to dedicate more than 75 hours per year in
connection with rendering services under this Agreement, the Manager
shall pay the Subadviser for such additional time at an hourly rate of
US$667 (the "Hourly Rate"). The Subadviser will notify the Manager
promptly if it appears that the Subadviser will dedicate more than 75
hours per year to providing services under this Agreement.
If the Subadviser serves hereunder for less than the whole of any
year, the fee hereunder shall be prorated as follows: The Subadviser
shall be entitled to the full quarterly payment
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described above for the quarter in which the Agreement is terminated;
provided, however, that if the Subadviser has completed more than
18.75 hours of work under this Agreement per quarter multiplied by the
number of quarters concluded (the quarter in which such termination
takes place counting as a full quarter), then the Subadviser shall be
compensated for each additional hour in excess of such total at the
Hourly Rate. If the Subadviser has completed less than the total of
18.75 hours of work under this Agreement per quarter multiplied by the
number of quarters concluded (the quarter in which the termination
takes place counting as a full quarter), then the Hourly Rate will be
deducted from the final payment under this Agreement for each hour
less than such total.
All fees for Subadviser's services shall be paid within 30 days after
an invoice for such fees is delivered.
5. Independent Contractor. 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 July 1, 2001, 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 July 1, 2001 or prior to July 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 or by the Subadviser upon 60 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.
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;
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(b) The Subadviser has all requisite authority to enter into,
execute, deliver and perform the Subadviser's obligations
under this Agreement;
(c) The Subadviser' 5 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 identified in
writing to the Subadviser;
(d) The Subadviser shall promptly notify the Manager and the
Funds 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 Funds 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
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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; and
(e) The Subadviser will render advice to the Manager regarding
the investment of each Fund's assets which is consistent with
maintaining the Fund's status as a regulated investment
company under Subchapter M of the Internal Revenue Code
11. Use of Names.
(a) The Subadviser acknowledges and agrees that the names
"Mackenzie Solutions," "International Solutions" and "Ivy
Management, Inc.," and abbreviations or logos associated with
those names, are not the property of the Subadviser; and that
the Subadviser shall use the names "Mackenzie Solutions,"
"International Solutions" 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 "Mackenzie Solutions," "International Solutions"
and "Ivy Management, Inc.," or the Funds or any abbreviations
or logos associated with those names.
(b) The Manager acknowledges that "Garmaise," "Garmaise
Investment Technologies (US) Inc." and "Garmaise Investment
Technologies," and abbreviations or logos associated with
those names, are valuable property of the Subadviser and its
affiliates and are distinctive in connection with investment
advisory and related services provided by the Subadviser, the
"Garmaise" name is a property right of the Subadviser, and
the "Garmaise," "Garmaise Investment Technologies (US) Inc."
and "Garmaise Investment Technologies" names are understood
to be used by each Fund upon the conditions hereinafter set
forth; provided that each Fund may use such names only so
long as the Subadviser shall be retained as the investment
subadviser of the Fund pursuant to the terms of this
Agreement.
(c) The Subadviser acknowledges that each Fund and its agents may
use the "Garmaise," "Garmaise Investment Technologies (US)
Inc." and "Garmaise Investment Technologies" 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 with the prior
written approval always of the Subadviser. In the event that
the Subadviser shall cease to be the investment 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.
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(d) The Subadviser hereby agrees and consents to the use of the
Sub adviser's name upon the foregoing terms and conditions.
12. Reports by the Subadviser and Records of the Funds. The Subadviser
shall furnish the Manager information and reports necessary to the
operation 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 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.
At least annually, Subadviser will provide to Manager an accounting of
the number of hours worked under this Agreement during the prior year.
In the event that this Agreement is terminated, Subadviser will
promptly provide to Manager an accounting of the number of hours
worked under this Agreement since the last such accounting.
In compliance with the requirements of Rule 31 a-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 31 a-
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 31 a-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 only (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; 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.
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The Manager agrees to indemnify and hold harmless the Subadviser, any
affiliated person of the Subadviser and each controlling person of 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 or any affiliated person or
controlling person 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.
In addition, the Manager shall indemnify the Subadviser from liability
for any actions commenced against the Subadviser by shareholders of a
Fund which are unrelated to the services provided by the Subadviser
under this Agreement or which do not relate to a breach by the
Subadviser of its standard of care under this Agreement.
14. 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 specify
for such purpose to the others by notice in writing and shall be
deemed to have been given at the time of delivery.
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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: Mackenzie Solutions
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: C. Xxxxxxx Xxxxxx
If to the Subadviser: GARMAISE INVESTMENT TECHNOLOGIES (US) INC.
30 St. Clair Avenue West, Suite 1110
Toronto, Ontario X0X 0X0, Xxxxxx
Attention: Xxxxxx Xxxxxxxx
15. 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.
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, IVY MANAGEMENT, INC. AND GARMAISE INVESTMENT
TECHNOLOGIES (US) 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/
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Title Senior Vice President
GARMAISE INVESTMENT
TECHNOLOGIES (US) INC.
By: /s/
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Title
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SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND GARMAISE INVESTMENT TECHNOLOGIES (US) INC.
DATED AS OF JULY 1, 1999
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Funds:
INTERNATIONAL SOLUTIONS 1 - CONSERVATIVE GROWTH
INTERNATIONAL SOLUTIONS II- BALANCED GROWTH
INTERNATIONAL SOLUTIONS III- MODERATE GROWTH
INTERNATIONAL SOLUTIONS IV - LONG-TERM GROWTH
INTERNATIONAL SOLUTIONS V - AGGRESSIVE GROWTH
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