EXHIBIT (d)(36)
MASTER BUSINESS MANAGEMENT AGREEMENT
AGREEMENT made this 29th day of May, 2001, by Ivy Fund (the "Company")
and Ivy Management, Inc. (the "Manager").
WHEREAS, the Company is an open-end investment company organized as a
Massachusetts business trust and consists of one or more separate investment
portfolios (the "Funds") as may be established and designated from time to time;
WHEREAS, the Company desires the services of the Manager as business
manager with respect to such Funds as shall be designated in supplements to this
Agreement as further agreed between the Company and the Manager; and
WHEREAS, the Company engages in the business of investing and
reinvesting the assets of the Funds in the manner and in accordance with the
investment objective and restrictions specified in the currently effective
prospectus and statement of additional information (the "Prospectus") relating
to the Funds 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. APPOINTMENT. The Company hereby appoints the Manager to provide the
business management services specified in this Agreement with regard to such
Funds as shall be designated in supplements to this Agreement, and the Manager
hereby accepts such appointment.
2. BUSINESS MANAGEMENT SERVICES.
(a) The Manager shall supervise the Funds' business and
affairs and shall provide such services reasonably necessary for the operation
of the Funds as are not provided by employees or other agents engaged by the
Funds; provided, that the Manager shall not have any obligation to provide under
this Agreement any direct or indirect services to the Funds' shareholders, any
services related to the distribution of the Funds' shares, or any other services
which are the subject of a separate agreement or arrangement between the Funds
and the Manager. Subject to the foregoing, in providing business management
services hereunder, the Manager shall, at its expense, (1) review the activities
of each Fund's investment adviser to ensure that each Fund is operated in
compliance with the Fund's investment objective and policies and with the 1940
Act; (2) coordinate with the Funds' Custodian and Transfer Agent and monitor the
services they provide to the Funds; (3) coordinate with and monitor any other
third parties furnishing services to the Funds; (4) provide the Funds with the
necessary office space, telephones and other communications facilities as are
adequate for the Funds' needs; (5) provide the services of individuals competent
to perform administrative and clerical functions which are not performed by
employees or other agents engaged by the Funds or by the Manager acting in some
other capacity pursuant to a separate agreement or arrangement with the Funds;
(6) maintain or supervise the maintenance by third parties of such books and
records of the Company as may be required by applicable Federal or state law;
(7) authorize and permit the Manager's directors, officers and employees who may
be elected or appointed as directors or officers of the Company to serve in such
capacities; and (8) take such other action with respect to the Company, after
approval by the Company, as may be required by applicable law, including without
limitation the rules and regulations of the SEC and of state securities
commissions and other regulatory agencies.
(b) The Manager may retain third parties to provide these
services to the Company, at the Manager's own cost and expense. The Manager
shall make periodic reports to the Company's Board of Trustees on the
performance of its obligations under this Agreement, other than services
provided to the Company by third parties retained in accordance with the
pervious sentence.
3. EXPENSES OF THE COMPANY. Except as provided in paragraph 2 or as
provided in any separate agreement between the Funds and the Manager, the
Company shall be responsible for all of its expenses and liabilities, including:
(1) the fees and expenses of the Company's Trustees who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of any such party
("Independent Trustees"); (2) the salaries and expenses of any of the Company's
officers or employees who are not affiliated with the Manager; (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 SEC 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; and
(13) fees and expenses of membership in industry organizations.
4. STANDARD OF CARE. The Manager shall give the Company the benefit of
the Manager's best judgment and efforts in rendering business management
services pursuant to paragraph 2 of this Agreement. As an inducement to the
Manager's undertaking to render these services, the Company agrees that the
Manager shall not be liable under this Agreement for any mistake in judgment or
in any other event whatsoever except for lack of good faith, provided that
nothing in this Agreement shall be deemed to protect or purport to protect the
Manager against any liability to the Company or its shareholders to which the
Manager would otherwise be subject by reason of the Manager's reckless disregard
of its obligations and duties hereunder.
5. FEES. In consideration of the services to be rendered by the Manager
pursuant to paragraph 2 of this Agreement, each Fund shall pay the Manager a
monthly fee on the first business day of each month, based on the average daily
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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 at the annual rates set forth in a
supplement to this Agreement with respect to each Fund. If the fees payable to
the Manager 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 a Fund shall be computed in the manner
specified in the Fund's Prospectus 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. OWNERSHIP OF RECORDS. All records required to be maintained and
preserved by the Funds pursuant to the provisions or rules or regulations of the
SEC under Section 31(a) of the 1940 Act and maintained and preserved by the
Manager on behalf of the Funds are the property of the Funds and shall be
surrendered by the Manager promptly on request by the Funds; PROVIDED, that the
Manager may at its own expense make and retain copies of any such records.
7. DURATION AND TERMINATION.
(a) 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 effect until September 30, 2001 PROVIDED, that the
Agreement will continue in effect with respect to a Fund beyond September 30,
2001 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 that Fund
(as defined in the 0000 Xxx) or by the Company's entire Board of Trustees, and
(ii) by the vote, cast in person at a meeting called for that purpose, of a
majority of the Company's Independent Trustees.
(b) This Agreement may be terminated with respect to a Fund at
any time, without the payment of any penalty, by a vote of a majority of the
outstanding voting securities of that Fund (as defined in the 0000 Xxx) or by a
vote of a majority of the Company's entire Board of Trustees on 60 days' written
notice to the Manager or by the Manager 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).
8. SERVICES TO OTHER CLIENTS. Nothing herein contained shall limit the
freedom of the Manager or any affiliated person of the Manager to render
investment supervisory and administrative services to other investment
companies, to act as investment adviser or investment counselor to other
persons, firms or corporations, or to engage in other business activities.
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9. MISCELLANEOUS.
(a) 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.
(b) The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
(c) The Company's Declaration of Trust has been filed with the
Secretary of State of The Commonwealth of Massachusetts. The obligations of the
Company are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents of
the Company, but only the Company's property shall be bound. It is further
understood and acknowledged that all persons dealing with any Fund must look
solely to the property of such Fund for the enforcement of any claims against
that Fund as neither the Trustees, shareholders, officers, employees or agents
assume any personal liability for obligations entered into on behalf of any
Fund. No Fund shall be liable for the obligations or liabilities of any other
Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
IVY FUND
By: /s/ XXXXX X. XXXXXXXXX
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Title: President
IVY MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXXXXXX
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Title: President
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