SUBADVISORY AGREEMENT
AGREEMENT made as of the 1st day of February, 1999, 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 Xxxxxxxx Xxxxxx, 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");
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 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"); 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 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;
(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 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 continue in full force and effect
until February 1, 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 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 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 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 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 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.
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 Manager acknowledges that "Xxxxxxxxx" and "Xxxxxxxxx Investors"
and abbreviations or logos associated with those names are valuable
proerty 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 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 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. 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, to review the Funds and to discuss the management of
them. 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 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 within the meaning of Section 2(a)(3) of the 1940 Act
("affiliated person") of the Subadviser and each person, if any who, within
the meaning of Section 15 of the 1933 Act, controls ("controlling person")
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
by 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 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: 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: XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
0 Xxxxxxxx Xxxxxx
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.
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: C. XXXXXXX XXXXXX
Title: Senior Vice President
XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
By: Xxxx Xxxxxxxxx
Title: Executive Director
SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
DATED FEBRUARY 1, 1999
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Funds:
Ivy International Small Companies Fund - 50% of Fund's net assets
SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXXXXXX INVESTMENT MANAGEMENT LIMITED
DATED FEBRUARY 1, 1999
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Fee schedule:
Ivy International Small Companies Fund: payable monthly at an annual rate of
0.50% of the portion of the Fund's average daily net assets managed by the
Subadviser.
