ASSIGNMENT AGREEMENT
AGREEMENT, made as of the 1st day of April, 1993, between Northern
Cross Investments Limited a Bermuda corporation; Boston Overseas Investors,
Inc. a Massachusetts corporation; Ivy Fund a Massachusetts business trust
("Trust"); and Ivy Management Inc. a Massachusetts corporation.
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"); and
WHEREAS, the Trust consists of several portfolios or "Series;" and
WHEREAS, the Trust, Boston Overseas Investors, Inc. and Ivy Management Inc.
entered into a Subadvisory Contract on December 31, 1991 under which Boston
Overseas Investors, Inc. serves as financial counsel ("Subadviser") for the
International Series of the Trust; and
WHEREAS, Boston Overseas Investors, Inc. desires that its interest in
the Subadvisory Contract be assigned to Northern Cross Investments Limited and
Northern Cross Investments Limited desires to assume Boston Overseas Investors,
Inc.'s interest under the terms of the Subadvisory Contract; and
WHEREAS, Boston Overseas Investors, Inc., Northern Cross Investments
Limited, Ivy Management Inc. and the Trust believe that this Assignment
Agreement does not result in a change of actual control or management of the
Subadviser to the International Series of the Trust and, therefore, is not an
assignment as defined in Section 2(a)(4) of the Act nor an assignment for
purposes of Section 15(a)(4) of the Act; and
WHEREAS, Ivy Management Inc. and the Trust agree to the terms of this
assignment.
NOW, THEREFORE, it is agreed as follows:
1. Assignment. Effective as of April 1, 1993, Boston Overseas Investors,
Inc. hereby assigns to Northern Cross Investments Limited all of its interest in
the Subadvisory Contract, dated December 31, 1991 to which it is a party with
Ivy Management Inc. and the Trust.
2. Performance of Duties. Northern Cross Investments Limited hereby
assumes and agrees to perform all of Boston Overseas Investors, Inc.'s duties
and obligations under the Subadvisory Contract and be subject to all of the
terms and conditions of said Agreement as if they applied to Northern Cross
Investments Limited and Northern Cross Investments Limited shall indemnify and
hold harmless Boston Overseas Investors, Inc. from any claim or demand made
thereunder arising or incurred after the effective date designated above.
3. Representation of Northern Cross Investments, Limited. Northern
Cross Investments Limited represents and warrants that: 1) it is registered as
an investment adviser under the Investment Advisers Act of 1940; and 2) Xxxxx
Xxxxxxxxx is its President, Chief Executive Officer and sole shareholder.
4. Consent. The Trust and Ivy Management Inc. hereby consent to this
assignment by Boston Overseas Investors, Inc. of its rights under the
Subadvisory Contract to Northern Cross Investments Limited and the assumption by
Northern Cross Investments Limited of Boston Overseas Investors, Inc.'s interest
in such Agreement and the duties and obligations thereunder, and agree, subject
to the terms and conditions of said Agreement, to look to Northern Cross
Investments Limited for the performance of the Subadviser's duties and
obligations under said Agreement in return for the consideration provided for in
said Agreement.
5. Limitation of Liability of Trustees, Officers, and Shareholders. A
copy of the Agreement and Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Fund as Trustees
and not individually and that the obligations of this instrument are not binding
upon any of the Trustees, officers or shareholders of the Fund but are binding
only upon the assets and property of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their duly authorized officers hereunto duly
attested.
Attest:
_/S/ XXXXXX X. XXXXXXX, XX. By:__/S/ HAKAN CASTERGREN____
Date:_________________________
Attest:
_/S/ XXXXXX X. XXXXXXX, XX. By:_/S/ EVA CASTERGREN________
Date:_________________________
Attest:
_/S/ X. XXXXXXX FERRIS______ By:_/S/ XXXXXXX X. LANDRY_____
Date:_________________________
Attest:
_/S/ X. XXXXXXX FERRIS______ By:__ /S/ XXXXXXX X. XXXXXX
Date:_________________________
