EXHIBIT 10.43
MASTER BUSINESS MANAGEMENT AND
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 29th day of May, 2001, by 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 one or more separate investment
portfolios (the "Portfolios") as may be established and designated from time to
time;
WHEREAS, the Fund desires the services of the Manager as business
manager and investment adviser with respect to such Portfolios as shall be
designated in supplements to this Agreement as further agreed between the Fund
and the Manager; and
WHEREAS, the Fund engages in the business of investing and reinvesting
the assets of the Portfolios in the manner and in accordance with the investment
objectives and restrictions specified in the currently effective prospectus and
statement of additional information (the "Prospectus") relating to the
Portfolios included in the Fund's Registration Statement, as amended from time
to time, filed by the Fund under the Investment Company Act of 1940 (the "1940
Act") and the Securities Act of 1933;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties agree as follows:
1. Appointment. The Fund hereby appoints the Manager to provide
the business management and investment advisory services specified in this
Agreement with regard to such Portfolios as shall be designated in supplements
to this Agreement, and the Manager hereby accepts such appointment.
2. Investment Advisory Services.
(a) As investment adviser to the Portfolios, the Manager
shall make investments for the account of each Portfolio in accordance with the
Manager's best judgment and within the investment objectives and restrictions
set forth in the Prospectus applicable to the Portfolios, the 1940 Act and the
provisions of the Internal Revenue Code relating to regulated investment
companies, subject to policy decisions adopted by the Fund's Board of Trustees.
(b) The Manager will determine the securities to be
purchased or sold by each Portfolio and will place orders pursuant to its
determinations with any broker or dealer who deals in such securities. The
Manager also shall (i) comply with all reasonable requests of the Fund for
information, including information required in connection with the Fund's filing
with the Securities and Exchange Commission (the "SEC") and state securities
commissions, and
(ii) provide such other services as the Manager shall from time to time
determine to be necessary or useful to the administration of the Portfolios.
(c) The Manager shall furnish to the Fund's Board of
Trustees periodic reports on the investment performance of each Portfolio and on
the performance of its obligations under this Agreement and shall supply such
additional reports and information as the Fund's officers or Board of Trustees
shall reasonably request.
(d) On occasions when the Manager deems the purchase or
sale of a security to be in the best interest of a Portfolio as well as other
customers, the Manager, 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 Manager 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 Manager in the manner it
considers to be the most equitable and consistent with its fiduciary obligations
to the Portfolio involved and to such other customers.
3. Business Management Services.
(a) The Manager shall supervise the Portfolios' business
and affairs and shall provide such services reasonably necessary for the
operation of the Portfolios as are not provided by employees or other agents
engaged by the Portfolios; provided, that the Manager shall not have any
obligation to provide under this Agreement any direct or indirect services to
the Portfolios' shareholders, any services related to the distribution of the
Portfolios' shares, or any other services which are the subject of a separate
agreement or arrangement between the Portfolios and the Manager. Subject to the
foregoing, in providing business management services hereunder, the Manager
shall, at its expense, (1) coordinate with the Portfolios' Custodian and monitor
the services it provides to the Portfolios; (2) coordinate with and monitor any
other third parties furnishing services to the Portfolios; (3) provide the
Portfolios with the necessary office space, telephones and other communications
facilities as are adequate for the Portfolios' needs; (4) provide the services
of individuals competent to perform administrative and clerical functions which
are not performed by employees or other agents engaged by the Portfolios or by
the Manager acting in some other capacity pursuant to a separate agreement or
arrangement with the Portfolios; (5) maintain or supervise the maintenance by
third parties of such books and records of the Fund as may be required by
applicable Federal or state law; (6) authorize and permit the Manager's
directors, officers and employees who may be elected or appointed as trustees or
officers of the Fund to serve in such capacities; and (7) take such other action
with respect to the Fund, after approval by the Fund, as may be required by
applicable law, including without limitation the rules and regulations of the
SEC and of state securities commissions and other regulatory agencies.
(b) The Manager may retain third parties to provide these
services to the Fund, at the Manager's own cost and expense. The Manager shall
make periodic reports to the Fund's Board of Trustees on the performance of its
obligations under this Agreement, other
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than services provided to the Fund by third parties retained in accordance with
the previous sentence.
4. Expenses of the Fund. Except as provided in paragraph 3 or as
provided in any separate agreement between the Portfolios and the Manager, the
Fund shall be responsible for all of its expenses and liabilities, including:
(1) the fees and expenses of the Fund's Trustees who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of any such party
("Independent Trustees"); (2) the salaries and expenses of any of the Fund's
officers or employees who are not affiliated with the Manager; (3) interest
expenses; (4) taxes and governmental fees, including any original issue taxes or
transfer taxes applicable to the sale or delivery of shares or certificates
therefor; (5) brokerage commissions and other expenses incurred in acquiring or
disposing of portfolio securities; (6) the expenses of registering and
qualifying shares for sale with the SEC and with various state securities
commissions; (7) accounting and legal costs; (8) insurance premiums; (9) fees
and expenses of the Fund's Custodian and Transfer Agent and any related
services; (10) expenses of obtaining quotations of portfolio securities and of
pricing shares; (11) expenses of maintaining the Fund's legal existence and of
shareholders' meetings; (12) expenses of preparation and distribution to
existing shareholders of periodic reports, proxy materials and prospectuses; and
(13) fees and expenses of membership in industry organizations.
5. Standard of Care. The Manager shall give the Fund the benefit
of the Manager's best judgment and efforts in rendering business management and
investment advisory services pursuant to paragraphs 2 and 3 of this Agreement.
As an inducement to the Manager's undertaking to render these services, the Fund
agrees that the Manager shall not be liable under this Agreement for any mistake
in judgment or in any other event whatsoever except for lack of good faith,
provided that nothing in this Agreement shall be deemed to protect or purport to
protect the Manager against any liability to the Fund or its shareholders to
which the Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of the Manager's duties under
this Agreement or by reason of the Manager's reckless disregard of its
obligations and duties hereunder.
6. Fees. In consideration of the services to be rendered by the
Manager pursuant to paragraphs 2 and 3 of this Agreement, each Portfolio shall
pay the Manager a monthly fee on the first business day of each month, based on
the average daily value (as determined on each business day at the time set
forth in the Prospectus of the Portfolio for determining net asset value per
share) of the net assets of the Portfolio during the preceding month at the
annual rates set forth in a supplement to this Agreement with respect to each
Portfolio. If the fees payable to the Manager pursuant to this paragraph 6 begin
to accrue before the end of any month or if this Agreement terminates before the
end of any month, the fees for the period from that date to the end of that
month or from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion which the period
bears to the full month in which the effectiveness or termination occurs. For
purposes of calculating the monthly fees, the value of the net assets of a
Portfolio shall be computed in the manner specified in the Portfolio's
Prospectus for the computation of net asset value. For
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purposes of this Agreement, a "business day" is any day on which the New York
Stock Exchange is open for trading.
7. Ownership of Records. All records required to be maintained
and preserved by the Portfolios pursuant to the provisions or rules or
regulations of the SEC under Section 31(a) of the 1940 Act and maintained and
preserved by the Manager on behalf of the Portfolios are the property of the
Portfolios and shall be surrendered by the Manager promptly on request by the
Portfolios; provided, that the Manager may at its own expense make and retain
copies of any such records.
8. Duration and Termination.
(a) This Agreement shall become effective as of the date
first written above or such later date as the shareholders may approve this
Agreement, and shall continue in effect until September 30, 2001, provided, that
the Agreement will continue in effect with respect to a Portfolio beyond
September 30, 2001, only so long as the continuance is specifically approved at
least annually (i) by the vote of a majority of the outstanding voting
securities of that Portfolio (as defined in the 0000 Xxx) or by the Fund's
entire Board of Trustees, and (ii) by the vote, cast in person at a meeting
called for that purpose, of a majority of the Fund's Independent Trustees.
(b) This Agreement may be terminated with respect to a
Portfolio at any time, without the payment of any penalty, by a vote of a
majority of the outstanding voting securities of that Portfolio (as defined in
the 0000 Xxx) or by a 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 is assignment (as defined in the 1940 Act).
9. Retention of Sub-Advisers. Subject to a Portfolio's obtaining
any initial and periodic approvals that are required under Section 15 of the
1940 Act, the Manager may retain a sub-adviser with respect to that Portfolio,
at the Manager's own cost and expense.
10. Services to Other Clients. Nothing herein contained shall
limit the freedom of the Manager or any affiliated person of the Manager to
render investment supervisory and administrative services to other investment
companies, to act as investment adviser or investment counselor to other
persons, firms or corporations, or to engage in other business activities.
11. Miscellaneous.
(a) This Agreement shall be construed in accordance with
the laws of the State of Florida, provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act.
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(b) The captions in this Agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
(c) The Fund's Declaration of Trust has been filed with
the Secretary of State of The Commonwealth of Massachusetts. The obligations of
the Fund are not personally binding upon, nor shall resort be had to the private
property of, any of the Trustees, shareholders, officers, employees or agents of
the Fund, but only the Fund's property shall be bound. It is further understood
and acknowledged that all persons dealing with any Portfolio must look solely to
the property of such Portfolio for the enforcement of any claims against that
Portfolio as neither the Trustees, shareholders, officers, employees or agents
assume any personal liability for obligations entered into on behalf of any
Portfolio. No Portfolio shall be liable for the obligations or liabilities of
any other Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.
IVY FUND
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: President
IVY MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Title: President
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