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EXHIBIT 10.28
SUBADVISORY AGREEMENT
AGREEMENT made as of the 1st day of March, 2000, between IVY
MANAGEMENT, INC., 000 Xxxxx Xxxxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000 U.S.A., a
Massachusetts corporation (hereinafter called the "Manager"), and XXXXX XXXXXXX
& ASSOCIATES, Inc., a corporation incorporated under the laws of Delaware at XX
Xxx 00000, Xxxxx Xxxxxxx, 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, 1991, 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
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
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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,
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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 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.
(i) 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
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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.
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6. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until February 1, 2002 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 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
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(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
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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 provide that 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 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 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
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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. 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
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.
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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
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
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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 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
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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: 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: XXXXX XXXXXXX & ASSOCIATES
INC.
XX Xxx 00000
Xxxxx Xxxxxxx, XX 00000 XXX
Attn: Xxxxx X. XxXxxxxxx
With a copy to:
Cundill Investment Research Ltd.
0000 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Attn: Xx. Xxxxxx X. Xxxxxxxxx
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17. 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, Ivy Management, Inc. 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.
IVY MANAGEMENT, INC.
By: /s/ C. XXXXXXX XXXXXX
----------------------------
Title: Senior Vice President
XXXXX XXXXXXX & ASSOCIATES, INC.
----------------------------
By: /s/ F. XXXXX XXXXXXX
Title: President
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SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED MARCH 1 , 2000
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Funds:
XXX XXXXXXX VALUE FUND - 100% of Fund's net assets
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SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED MARCH 1 , 2000
-----------------------------------
Fee schedule:
FUND NET ASSETS (U.S. $MILLIONS) ADVISORY FEE ANNUAL RATE
-------------------------------- ------------------------
All Net Assets 0.50%
Fees are subject to reneogiation based on
assets under management.
