EXHIBIT (d)(39)
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 XXXXXXXXX
INVESTMENT MANAGEMENT LIMITED, 0 Xxxxxxxxx, 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");
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 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");
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 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 no authority to act for or
represent the Trust, the Funds, any other series of the Trust or the Manager in
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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 this
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 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 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; 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.
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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 Manager acknowledges that "Xxxxxxxxx" and "Xxxxxxxxx
Global Investors" and abbreviations or logos associated with those names are
valuable property 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 Global 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 Global 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. The
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. 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
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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 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 of the Subadviser and each controlling person of 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
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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 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
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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 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: 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: XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
0 Xxxxxxxxx
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.
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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.
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/ XXXXX X. XXXXXXXXX
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Title: President
XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
By: /s/ XXXX XXXXXX
------------------------------------
Title: Director
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SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
DATED MAY 29, 2001
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Funds:
IVY INTERNATIONAL SMALL COMPANIES FUND - 100% of Fund's net assets
IVY EUROPEAN OPPORTUNITIES FUND - 100% of Fund's net assets
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SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
DATED MAY 29, 2001
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Fee schedule:
IVY INTERNATIONAL SMALL COMPANIES FUND: payable monthly at an annual rate of
0.22% of the portion of the Fund's average daily net assets managed by the
Subadviser.
IVY EUROPEAN OPPORTUNITIES FUND: payable monthly at an annual rate of 0.22% of
the portion of the Fund's average daily net assets managed by the Subadviser.
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