Exhibit (d)(14)
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AGREEMENT, made as of the ___ day of __________, 2003, by and
between Xxxxxxx & Xxxx Xxx Investment Company, a Delaware corporation,
registered as an Investment Adviser under the Investment Advisers Act of 1940
(the "Adviser") and State Street Research and Management Company, a Delaware
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 selection and related research and statistical services in connection
with the Adviser's investment advisory activities on behalf of the Trust's
Small Cap 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:
1. Appointment of Sub-Adviser
In accordance with and subject to the Investment Management Agreement
between the Trust and the Adviser dated July 23, 2003, 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, 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.
2. 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 and shall
conform to the investment objectives, policies and restrictions of
the Fund as set forth in such documents and as interpreted from
time to time by the Board of Trustees of the Trust and by the
Adviser, including diversification of the holdings of the Fund as a
segregated asset account in accordance with Section 817 of the
Internal Revenue Code, as amended (the "Code"), and Regulation
Section 1.817-5 thereunder, provided that the Adviser shall be
responsible for ensuring that the Trust as a whole is "adequately
diversified" if and to the extent required by Section 817(h) of the
Code and Regulation 1.817-5 thereunder. Within the framework of the
investment objectives, policies and restrictions of the Fund, 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 promptly inform the Sub-Adviser if such objective,
policies or restrictions change 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:
(1) obtain and evaluate pertinent economic, statistical, financial
and other information affecting the economy generally and
individual companies or industries the securities of which are
included in the Fund or are under consideration for inclusion
therein; (2) formulate and implement a continuous investment
program for the Fund consistent with the investment objective and
related investment policies for the Fund as set forth in the
Trust's Registration Statement, as amended; and (3) take such steps
as are necessary to implement the aforementioned investment program
by purchase and sale of securities including the placing, or
directing the placement through an affiliate of the Sub-Adviser, of
orders for such purchases and sales.
(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) and the Custodian for the Trust on a daily basis
such confirmation, trade tickets and other documents as may be
necessary to enable them to perform their administrative
responsibilities with respect to the Fund. With respect to
portfolio securities to be purchased or sold through the Depository
Trust Company, the Sub-Adviser shall arrange for the automatic
transmission of the I.D. confirmation of the trade to the Custodian
of 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 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 set forth
in the Trust's Registration Statement, as amended from time to
time, and under the Securities Act of 1933, as amended (the "1933
Act") and the 1940 Act. 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 property of
the Trust and shall be 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 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 comply with
all applicable rules and regulations of the Securities and Exchange Commission.
(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
or useful to the administration of the Trust.
(d) The Sub-Adviser shall furnish to the Adviser for distribution to the
Trust's Board of Trustees periodic 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 customers, 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 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 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 customers. 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 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 Fund or as the Trust's Board of Trustees may direct from time to time. The
Sub-Adviser 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 Sub-Adviser shall review all proxy solicitation materials and be
responsible for voting 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 3 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.
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;
(c) Separate lists of persons whom the Sub-Adviser wishes to have
authorized to give written and/or oral instructions to the custodian and the
fund accounting agent of Trust assets for the Fund; and
(d) The Code of Ethics of the Sub-Adviser as currently in effect.
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.
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, as applied to the average daily value of
the net assets of the Fund shall be as described in the schedule below:
Assets Fee
Net Portfolio Assets .50%
6. Renewal and Termination
This Agreement shall continue in effect until September 30, 2004, 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 sixty days' prior
written notice, or (ii) by either party hereto upon sixty 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 custodians 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 or to its
shareholders 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. The
Adviser has not made and is 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 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 0000 Xxx) 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 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 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. Use of Names.
(a) The Sub-Adviser acknowledges and agrees that the names Ivy Funds and
Xxxxxxx & Xxxx Xxx Investment Company, and abbreviations or logos associated
with those names, are the valuable property of the Adviser and its affiliates;
that the Trust, the Adviser and their affiliates have the right to use such
names, abbreviations and logos; and that the Sub-Adviser shall use the names
Ivy Funds and Xxxxxxx & Xxxx Xxx Investment Company, and associated
abbreviations and logos, only in connection with the Sub-Adviser's performance
of its duties hereunder. Further, in any communication with the public and in
any marketing communications of any sort, the Sub-Adviser agrees to obtain
prior written approval from the Adviser before using or referring to Ivy Funds
and Xxxxxxx & Xxxx Xxx Investment Company, or the Fund or any abbreviations or
logos associated with those names; provided that nothing herein shall be deemed
to prohibit the Sub-Adviser from referring to the performance of the Fund in
the Sub-Adviser's marketing material as long as such marketing material does
not constitute "sales literature" or "advertising" for the Fund, as those terms
are used in the rules, regulations and guidelines of the SEC and the National
Association of Securities Dealers, Inc.
(b) The Sub-Adviser acknowledges that the Fund and its agents may use the
"State Street" and "State Street Research & Management Company" names and the
name of the responsible portfolio manager(s) 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 Sub-Adviser
hereby agrees and consents to the use of the Sub-Adviser's name upon the
foregoing terms and conditions.
11. Reports by the Sub-Adviser and Records of the Fund. The Sub-Adviser
shall furnish the Adviser monthly, quarterly and annual reports concerning
transactions and performance of the Fund, including information required to be
disclosed in the Trust's Registration Statement, in such form as may be
mutually agreed. 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 at all reasonable times during normal business
hours. The Sub-Adviser shall immediately notify and forward to both the Adviser
and legal counsel for the Trust 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 property
of the Fund and the Trust and further agrees to surrender promptly to the Trust
or the Adviser 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 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 (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 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 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 upon verbal information confirmed by the Sub-Adviser 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 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 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 the Adviser's responsibilities as investment manager
of the Fund (1) 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 or other than upon verbal information
confirmed by the Sub-Adviser in writing 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.
14. Jurisdiction. 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. 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: XXXXXXX & XXXX XXX INVESTMENT COMPANY
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000, X.X.X.
Attention: Xxxxx X. Xxxxxxxx, President
If to the Trust or Fund: IVY FUNDS
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000, X.X.X.
Attention: Xxxxxxx X. Xxxxxxxx, Vice President
and Secretary
If to the Sub-Adviser: STATE STREET RESEARCH & MANAGEMENT COMPANY
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: ______, President
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, the parties have duly executed this Agreement.
XXXXXXX & XXXX XXX INVESTMENT COMPANY
By:-------------------------------------
Its: -----------------------------------
Date: ----------------------------------
STATE STREET RESEARCH & MANAGEMENT COMPANY
By:-------------------------------------
Its: -----------------------------------
Date: ----------------------------------
