INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 1994, by and between
Ivy Fund (the "Company") and Mackenzie Financial Corporation ("the Advisor")
WHEREAS, the Company is an open-end investment company with
one or more investment portfolios, one of which is Ivy Canada Fund (the "Fund");
and
WHEREAS, the Company has, on behalf of the Fund entered into
an agreement with Ivy Management Inc. (the "Manager") to provide management and
administrative services; and
WHEREAS, the Company engages in the business of investing and
reinvesting the assets of the Fund in the manner and in accordance with the
investment objective and restrictions specified in the currently effective
Prospectus (the "Prospectus") relating to the Company and the Fund included in
the Company's Registration Statement, as amended from time to time, filed by the
Company under the Investment Company Act of 1940 (the "1940 Act") and the
Securities Act of 1933;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties agree as follows:
1. The Company hereby appoints the Adviser to provide the
investment advisory services specified in this Agreement with regard to the Fund
and the Adviser hereby accepts such appointment.
2. (a) The Adviser shall, at its expense, (i) employ or
associate with itself such persons as it believes appropriate to assist it in
performing its obligations under this Agreement and (ii) provide all services,
equipment and facilities necessary to perform its obligations under this
Agreement.
(b) The Company shall be responsible for all of
its expenses and liabilities, including: (1) the fees and expenses of the
Company's Directors who are not parties to this Agreement or "interested
persons" (as defined in the 0000 Xxx) of any such party ("Independent
Directors"); (2) the salaries and expenses of any of the Company's officers or
employees who are not affiliated with the Manager or the Adviser; (3) interest
expenses; (4) taxes and governmental fees, including any original issue taxes or
transfer taxes applicable to the sale or delivery of shares or certificates
therefor; (5) brokerage commissions and other expenses incurred in acquiring or
disposing of portfolio securities; (6) the expenses of registering and
qualifying shares for sale with the Securities and Exchange Commission and with
various state securities commissions; (7) accounting and legal costs; (8)
insurance premiums; (9) fees and expenses of the Company's Custodian and
Transfer Agent and any related services; (10) expenses of obtaining quotations
of portfolio securities and of pricing shares; (11) expenses of maintaining the
Company's legal existence and of shareholders' meetings; (12) expenses of
preparation and distribution to existing shareholders of periodic reports, proxy
materials and prospectuses; (13) fees and expenses of membership in industry
organizations; and (14) expenses of qualification of the Company as a foreign
corporation authorized to do business in any jurisdiction in which the Manager
determines that such qualification is necessary or desirable.
3. (a) As manager of the assets of the Fund, the Adviser shall
make investments for the account of the Fund in accordance with the Adviser's
best judgment and within the investment objective and restrictions set forth in
the Prospectus applicable to the Fund, the 1940 Act and the provisions of the
Internal Revenue Code relating to regulated
investment companies, subject to policy decisions adopted by the Company's
Board of Directors.
(b) The Adviser will determine the securities to
be purchased or sold by the Fund and will place orders pursuant to its
determinations with any broker or dealer who deals in such securities. The
Adviser also shall (i) comply with all reasonable requests of the Company for
information, including information required in connection with the Company's
filings with the Securities and Exchange Commission and state securities
commissions, and (ii) provide such other services as the Adviser shall from time
to time determine, upon consultation with the Manager, to be necessary or useful
to the administration of the Funds.
(c) The Adviser shall furnish to the Company's Board of
Directors periodic reports on the investment performance of the Fund and on
performance of its obligations under this Agreement and shall supply such
additional reports and information as the Company's officers or Board of
Directors shall reasonably request.
(d) On occasions when the Adviser deems the purchase or sale
of a security to be in the best interest of the Fund as well as other customers,
the 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 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 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.
4. The Adviser shall give the Company the benefit of the
Adviser's best judgment and efforts in rendering services under this Agreement.
The Company agrees that the Adviser shall not be liable under this Agreement for
any mistake in judgment or in any other event whatsoever, provided that nothing
in this Agreement shall be deemed to protect or purport to protect the Adviser
against any liability to the Company or its shareholders to which the Adviser
would otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of the Adviser's duties under this Agreement or by
reason of the Adviser's reckless disregard of its obligations and duties
hereunder.
5. In consideration of the services to be rendered by the
Adviser under this Agreement, the Company shall pay the Adviser a monthly fee on
the first business day of each month, at the annual rate of 0.35% of the average
daily value (as determined on each business day at the time set forth in the
Prospectus of the Fund for determining net asset value per share) of the net
assets of the Fund during the preceding month. If the fees payable to the
Adviser pursuant to this paragraph 5 begin to accrue before the end of any month
or if this Agreement terminates before the end of any month, the fees for the
period from that date to the end of that month or from the beginning of that
month to the date of termination, as the case may be, shall be prorated
according to the proportion which the period bears to the full month in which
the effectiveness or termination occurs. For purposes of calculating the monthly
fees, the value of the net assets of the Fund shall be computed in the manner
specified in the Prospectus of the Fund for the computation of net asset value.
For purposes of this Agreement, a "business day" is any day on which the New
York Stock Exchange is open for trading.
6. (a) This Agreement shall become effective on November 12,
1987 and shall continue in effect for a period of two years from the date of its
execution, provided that the Agreement will continue in effect for more than two
years
only so long as the continuance is specifically approved at least annually (i)
by the vote of a majority of the outstanding voting securities of the Fund (as
defined in the 0000 Xxx) or by the Company's Board of Directors and (ii) by the
vote, case in person at a meeting called for that purpose, of a majority of the
Company's Independent Directors.
(b) This Agreement may be terminated with
respect to the Fund at any time, without the payment of any penalty, by a
vote of a majority of the outstanding voting securities of the Fund (as defined
in the 0000 Xxx) or by a vote of a majority of the Company's entire Board of
Directors on 60 days' written notice to the Adviser or by the Adviser on 60
days' written notice to the Company. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
7. This Agreement shall be construed in accordance with the
laws of the State of Florida, provided that nothing herein shall be construed in
a manner inconsistent with the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused the
Agreement to be executed as of the date first above written.
IVY FUND on behalf of Ivy Canada Fund
By: /s/ Xxxxxxx X. Xxxxxx
TITLE: President
MACKENZIE FINANCIAL CORPORATION
By: /s/ Xxxxxxxxx Xxxxxx
TITLE: President
