Exhibit (d)(10)
SUBADVISORY AGREEMENT
AGREEMENT made as of the 31st day of December, 2002, between XXXXXXX
& XXXX XXX INVESTMENT COMPANY, 0000 Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxx
00000, U.S.A., a Delaware corporation (hereinafter called the "Manager"),
and XXXXX XXXXXXX & ASSOCIATES, INC., a corporation incorporated under the
laws of Delaware at XX Xxx 00000, Xxxxxxxxx, XX 00000 XXX (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, 2002, as amended (the
"Advisory Agreement"), with the Trust, pursuant to which the Manager acts
as investment adviser to the portfolio assets of certain series of the
Trust listed on Appendix 1 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.
(b) The Subadviser agrees to comply with the investment objective
and policies as set out in the Funds' registration statement in providing
its investment advisory services and to notify the Manager on a timely
basis of any lapse in compliance with the objective and policies.
(c) The Subadviser shall (i) comply with all reasonable requests of
the Trust (through the Manager) 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.
(d) The Subadviser shall furnish to the Manager for distribution 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.
(e) 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.
(f) Consistent with U.S. securities laws, the Subadviser agrees to
adopt written trade allocation procedures that are "fair and equitable" to
its clients which are consistent with the investment policies set out 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. The Subadviser also agrees to effect securities
transactions in client accounts consistent with the allocation system
described in such written procedures, to keep accurate records of such
transactions and to fully disclose such trade allocation procedures and
practices to clients.
(g) 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.
(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 the Fund's portfolio(s). The Manager shall instruct the
custodian and other appropriate parties providing services to the Fund to
promptly forward misdirected proxies to the Subadviser.
(i) The Subadviser shall review all notices, including but not
limited to corporate action notices, and provide and respond to all
corresponding requests for information in relation to the securities held
in the Fund's portfolio(s). The Manager shall instruct the custodian and
other appropriate parties providing services to the Fund to promptly
forward misdirected corporate action notices to the Subadviser.
(j) 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.
(k) 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.
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, if
applicable;
(b) The Subadviser's most recent audited 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 this Agreement.
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 described
in section 1.(f) of this Agreement and statements of additional
information (including amendments) of the Funds. 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 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 the Agreement, and shall continue in full force and effect until
December 31, 2003, 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
date or prior to December 31 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 upon 30
days' written notice or by the Subadviser upon 120 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.
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
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 ("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;
(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; and
(f) The Subadviser shall exercise its powers and discharge its
duties as adviser honestly, in good faith and in the best interests of the
Funds and shall exercise the degree of care, diligence and skill that a
reasonably prudent person would exercise in the circumstances; provided,
that if it has fulfilled its standard of care obligation, the Subadviser
will not be liable for any loss sustained by reason of the adoption or
implementation of any investment objective or policy or the purchase, sale
or retention of any portfolio investment by and on behalf of the Funds.
11. Use of Names.
(a) The Subadviser acknowledges and agrees that the names Ivy Fund
and Xxxxxxx & Xxxx Xxx Investment Company, 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 Xxxxxxx & Xxxx Xxx Investment Company,
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 Xxxxxxx & Xxxx Xxx
Investment Company, 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 Subadviser acknowledges that each Fund and its agents may
use the "Cundill" and "Xxxxx Xxxxxxx" 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. The
Subadviser hereby agrees and consents to the use of the Subadviser's name
upon the foregoing terms and conditions.
(c) The Subadviser acknowledges that each Fund and its agents may
use the "Cundill" name in conjunction with accurately describing the
activities of the Fund, including use with marketing and other promotional
materials relating to the Fund with prior written approval always of the
Subadviser. In the event that the Subadviser shall cease to be the
Manager's 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 the 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 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 the 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 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
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 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. Assignment by the Subadviser. This Agreement shall not be assigned by
the Subadviser to any other person or company without the Manager's prior
written consent.
15. 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 16 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 15 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.
16. 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: XXXXXXX & XXXX XXX INVESTMENT COMPANY
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000, X.X.X.
Attention: President
If to the Trust: IVY FUND
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000, X.X.X.
Attention: Xxxxxxx Xxxxxxxx
If to the Subadviser: XXXXX XXXXXXX & ASSOCIATES, INC.
XX Xxx 00000
Xxxxxxxxx, XX 00000 XXX
Attn: Xxxxx X. XxXxxxxxx
With a copy to:
CUNDILL INVESTMENT RESEARCH LTD.
1200 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attn: Xxxx X. Xxxxxxxx
00. 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.
18. 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.
19. 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.
20. 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, Xxxxxxx & Xxxx Xxx Investment Company and Xxxxx
Xxxxxxx & Associates, Inc. have each caused this instrument to be signed
in duplicate on its behalf by the officer designated below thereunto duly
authorized.
XXXXXXX & XXXX XXX INVESTMENT COMPANY
By:________________________________
Name: Xxxxx X. Xxxxxxxx
Title: President
XXXXX XXXXXXX & ASSOCIATES, INC.
By:________________________________
Name:
Title:
SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
XXXXXXX & XXXX XXX INVESTMENT COMPANY AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED DECEMBER 31, 2002
Funds:
Xxx Xxxxxxx Global Value Fund - 100% of Fund's net assets
SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
XXXXXXX & XXXX XXX INVESTMENT COMPANY AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED DECEMBER 31, 2002
Fee schedule:
Fund Net Assets (U.S. $millions) Advisory Fee Annual Rate
All Net Assets 0.50%
Fees are subject to renegotiation based on assets under management.
APPENDIX 1
THE FUNDS
Ivy Bond Fund
Xxx Xxxxxxx Global Value Fund
Ivy Developing Markets Fund
Ivy European Opportunities Fund
Ivy Global Fund
Ivy Global Science & Technology Fund
Ivy Growth Fund
Ivy International Fund
Ivy International Growth Fund
Ivy International Small Companies Fund
Ivy International Value Fund
Ivy Money Market Fund
Ivy Pacific Opportunities Fund
Ivy US Blue Chip Fund
Ivy US Emerging Growth Fund
