EXHIBIT (d)(35)
IVY FUND
MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Bond Fund
Xxx Xxxxxxx 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
AGREEMENT made as of the 29th day of May, 2001, by and between Ivy Fund
(the "Fund") and Ivy Management, Inc. (the "Manager").
WHEREAS, the Fund is an open-end investment company organized as a
Massachusetts business trust and consists of such separate investment portfolios
as have been or may be established and designated by the Trustees of the Fund
from time to time;
WHEREAS, a separate class of shares of the Fund is offered to investors
with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement dated May 29, 2001 (the "Master Agreement"),
pursuant to which the Fund has appointed the Manager to provide the business
management and investment advisory services specified in that Master Agreement;
and
WHEREAS, Ivy Bond Fund, Xxx Xxxxxxx 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 and Ivy US Emerging Growth Fund (each a "Portfolio" and, collectively, the
"Portfolios") are separate investment portfolios of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby
adopts the Master Agreement with respect to each Portfolio, and the Manager
hereby acknowledges that the Master Agreement shall pertain to each Portfolio,
the terms and conditions of such Master Agreement being hereby incorporated
herein by reference.
2. The term "Portfolio" as used in the Master Agreement shall,
for purposes of this Supplement, pertain to each Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, each Portfolio shall pay the Manager a monthly
fee on the first business day of each month based upon the average daily value
(as determined on each business day at the time set forth in the Prospectus of
the applicable Portfolio for determining net asset value per share) of the net
assets of the Portfolio during the preceding month at the following annual
rates:
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FEE RATE
PORTFOLIO (AS A PERCENTAGE OF AVERAGE NET ASSETS)
-------------------------------------- ----------------------------------------
Xxx Xxxx Fund 0.50% of the first $500 million;
0.40% over $500 million
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Xxx Xxxxxxx Value Fund 1.00%
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Ivy Developing Markets Fund 1.00%
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Ivy European Opportunities Fund 1.00% of the first $250 million;
0.85% of the next $250 million;
0.75% over $500 million
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Ivy Global Fund 1.00% of the first $500 million;
0.75% over $500 million
-------------------------------------- ----------------------------------------
Ivy Global Science & Technology Fund 1.00%
-------------------------------------- ----------------------------------------
Ivy Growth Fund 0.85% of the first $350 million;
0.75% over $350 million
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Ivy International Fund 1.00% of the first $2.0 billion;
0.90% of the next $500 million;
0.80% of the next $500 million;
0.70% over $3 billion
-------------------------------------- ----------------------------------------
Ivy International Growth Fund 1.00%
-------------------------------------- ----------------------------------------
Ivy International Small Companies Fund 1.00%
-------------------------------------- ----------------------------------------
Ivy International Value Fund 1.00%
-------------------------------------- ----------------------------------------
Ivy Money Market Fund 0.40%
-------------------------------------- ----------------------------------------
Ivy Pacific Opportunities Fund 1.00%
-------------------------------------- ----------------------------------------
Ivy US Blue Chip Fund 0.75%
-------------------------------------- ----------------------------------------
Ivy US Emerging Growth Fund 0.85%
-------------------------------------- ----------------------------------------
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4. This Supplement and the Master Agreement (together, the "Agreement")
shall become effective with respect to each Portfolio as of the date first
written above or such later date as the shareholders may approve the Agreement,
and unless sooner terminated as hereinafter provided, the Agreement shall remain
in effect with respect to each Portfolio until September 30, 2001, and from year
to year thereafter if such continuance is specifically approved at least
annually (a) by the vote of a majority of the outstanding voting securities of
the applicable Portfolio (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) or by the Fund's entire Board of Trustees and (b) by
the vote, cast in person at a meeting called for that purpose, of a majority of
the Fund's Independent Trustees. This Agreement may be terminated with respect
to each Portfolio at any time, without payment of any penalty, by vote of a
majority of the outstanding voting securities of the applicable Portfolio (as
defined in the 1940 Act) or by vote of a majority of the Fund's entire Board of
Trustees on sixty (60) days' written notice to the Manager or by the Manager on
sixty (60) days' written notice to the Fund. This Agreement shall terminate
automatically in the event of its assignment (as defined in the 1940 Act).
IN WITNESS WHEREOF, the Fund and the Manager have adopted this
Supplement as of the date first set forth above.
IVY FUND, on behalf of Ivy Bond Fund, Xxx Xxxxxxx
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 and
Ivy US Emerging Growth Fund
By: /s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx, President
IVY MANAGEMENT, INC.
By: /s/ XXXXX X. XXXXXXXXX
---------------------------------
Xxxxx X. Xxxxxxxxx, President
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