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EXHIBIT 10.26
SUBADVISORY AGREEMENT
AGREEMENT made as of the 1st day of February, 1999, between IVY
MANAGEMENT, INC., 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 U.S.A., a
Massachusetts corporation (hereinafter called the "Manager"), and XXXXXXXXX
INVESTMENT MANAGEMENT LIMITED, 0 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx XX0X 0XX, an
United Kingdom corporation (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 December 31, 1991, as amended (the "Advisory
Agreement"), with the Trust, pursuant to which the Manager acts as investment
adviser to a specified portion of 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.
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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 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) The Subadviser shall review all proxy solicitation
materials and be responsible for voting and handling
all proxies in relation to the securities held in a
Fund's portfolio. The Manager shall instruct the
custodian and other parties providing services to the
Fund to promptly forward misdirected proxies to the
Subadviser.
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;
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(b) The Subadviser's most recent 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 Section 1.
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 set forth 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. In providing the 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
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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 February 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 such
February 1 or prior to February 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 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 or (b) a party commits a
material breach of any of the terms or conditions of this
Agreement and such breach shall continue 30 days after notice
in writing, specifying the breach and requiring the same to be
remedied, has been given.
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;
(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
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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 (the "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;
(d) The Subadviser shall promptly notify 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 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; and
(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.
11. USE OF NAMES.
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(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 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, Subadviser agrees to
obtain prior written approval from 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 Manager acknowledges that "Xxxxxxxxx" and
"Xxxxxxxxx Investors" and abbreviations or logos
associated with those names are valuable proerty of
the AMP group of companies and are distinctive in
connection with investment advisory and related
services provided by the Subadviser, the "Xxxxxxxxx"
name is a property right of the Subadviser, and the
"Xxxxxxxxx" and "Xxxxxxxxx Investors" 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 "Xxxxxxxxx" and "Xxxxxxxxx
Investors" 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.
(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, to review the Funds and to discuss the
management of them. 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
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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 31a-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 (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, any affiliated person within the meaning of
Section 2(a)(3) of the 1940 Act ("affiliated person") of the
Subadviser and each person, if any who, within the meaning of
Section 15 of the 1933 Act, controls ("controlling person")
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,
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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 by 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.
14. 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 15 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
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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 14 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.
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 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: IVY FUND
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: C. Xxxxxxx Xxxxxx
If to the Subadviser: XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
0 Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Attention: Xxxx Xxxxxxxxx and the
Company Secretary
16. 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.
17. 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.
18. 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.
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19. 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 XXXXXXXXX INVESTMENT
MANAGEMENT LIMITED 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/ C. XXXXXXX XXXXXX
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Title: Senior Vice President
XXXXXXXXX INVESTMENT MANAGEMENT
LIMITED
By: /s/ Xxxx Xxxxxxxxx
--------------------------------
Title: Executive Director
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SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
DATED FEBRUARY 1, 1999
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Funds:
IVY INTERNATIONAL SMALL COMPANIES FUND - 50% of Fund's net assets
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SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
DATED FEBRUARY 1, 1999
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Fee schedule:
IVY INTERNATIONAL SMALL COMPANIES FUND: payable monthly at an annual rate of
0.50% of the portion of the Fund's average daily net assets managed by the
Subadviser.
