EXHIBIT 10.48
SUBADVISORY AGREEMENT
AGREEMENT made as of the 29th day of May, 2001, 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 May 29, 2001, 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.
(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.
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(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
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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 become effective as of the date
first written above or such later date as the shareholders may approve the
Agreement, and shall continue in full force and effect until September 30, 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 such September 30 or prior to September 30
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.
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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;
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(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; provided, that if 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 the 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, the Subadviser agrees to obtain prior written approval from the 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
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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. The Manager agrees to take any and all reasonable actions
as may be necessary or desirable to effect the foregoing and the 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 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
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common law or otherwise, arising out of the 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 the Subadviser. This Agreement shall not be assigned by
the Subadviser to any other person or company without the Manager's prior
written consent.
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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.
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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: Xxxxx X. Xxxxxxx
If to the Trust: IVY FUND
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: Xxxxx X. Xxxxxxx
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.
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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/ Xxxxx X. Xxxxxxxxx
------------------------------
Title: President
XXXXX XXXXXXX & ASSOCIATES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------
Title: Treasurer
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SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED MAY 29, 2001
--------------
Funds:
XXX XXXXXXX VALUE FUND - 100% of Fund's net assets
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SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED MAY 29, 2001
--------------
Fee schedule:
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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