1
EXHIBIT (D)(33)
INTERIM SUBADVISORY AGREEMENT
AGREEMENT made as of the 18th day of April, 2001, 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");
WHEREAS, the Manager and the Subadviser have entered into a Subadvisory
Agreement dated the 1st day of March, 2000, pursuant to which the Subadviser
renders investment subadvisory services to the portfolio of the Trust listed on
Schedule A hereto (the "Fund");
WHEREAS, such Subadvisory Agreement, by its terms and in accordance
with certain provisions of the 1940 Act, will terminate upon its assignment;
WHEREAS, in connection with the proposed change in control (an
"assignment" under the 0000 Xxx) of the Manager resulting from the contemplated
acquisition (the "Acquisition") by Investors Group Inc. of Mackenzie Financial
Corporation, of which the Manager is an indirect subsidiary, an automatic
termination of the Subadvisory Agreement will occur;
WHEREAS, Rule 15a-4 under the 1940 Act prevents funds from being harmed
by losing investment advisory services due to an assignment of an advisory
agreement before shareholders can approve a new agreement by providing a
temporary exemption from the shareholder approval requirement and permitting the
fund to be advised under a short-term agreement until shareholders can vote on a
new agreement;
WHEREAS, the Board of Trustees of the Trust, including a majority of
the Independent Trustees, has voted in person at its March 15, 2001 meeting to
approve this interim investment subadvisory agreement (the "Interim Agreement")
so that the Subadviser may continue to provide subadvisory services to the Fund
until such time as the shareholders of the Fund will have voted on the approval
or disapproval of a new subadvisory agreement;
WHEREAS, the Manager wishes to utilize the services of the Subadviser
as investment subadviser under the Interim Agreement with respect to certain
portfolio assets of the Fund; and
WHEREAS, the Subadviser is willing to perform such services on the
terms and conditions hereinafter set forth;
2
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 the
Fund, as set forth on the attached Schedule A.
(a) As investment subadviser to the Fund, 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 Fund as set forth in the current prospectus and statement 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 Fund as may from time to time be most appropriate to the
achievement of the investment objectives of the Fund as stated in the aforesaid
prospectuses, to provide research and analysis relative to the investment
program and investments of the Fund, to determine what securities should be
purchased and sold and to monitor on a continuing basis the performance of the
portfolio securities of the Fund.
(b) The Subadviser agrees to comply with the investment objective
and policies as set out in the Fund's 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 Fund.
(d) The Subadviser shall furnish to the Manager for distribution
to the Trust's Board of Trustees periodic reports on the investment performance
of the Fund and on the performance of its obligations under this Interim
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 the 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
-2-
3
Subadviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to such other customers. In no
instance, however, will the 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 Fund 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 Fund's custodian on each
business day with information relating to all transactions concerning the 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 Interim 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 Interim 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 Fund; 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 Interim
Agreement as the Manager may reasonably
-3-
4
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 Interim 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 the Fund as set forth on Schedule B. Such fees earned shall
be maintained in an interest-bearing escrow account with the Trust's custodian
or a bank. If a majority of the Fund's outstanding voting securities (as defined
in the 1940 Act) approves a new Subadvisory Agreement within 150 days following
the date of this Interim Agreement, the amount in escrow (including interest
earned) will be paid to the Subadviser. If a majority of the Fund's outstanding
voting securities does not approve a new Subadvisory Agreement, the Subadviser
will be paid from the escrow account the lesser of (i) any costs incurred in
performing the Interim Agreement (plus interest earned on that amount while in
escrow); or (ii) the total amount in the escrow account (plus interest earned).
Such fees shall be accrued daily on the basis of the value of the portion of the
average daily net assets of the 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 Interim Agreement and statements of additional information (including
amendments) of the Fund. In providing the Fund 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 Interim 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 Fund, any other series of the Trust or the Manager in any way or
otherwise be deemed to be an agent of the Trust, the Fund, any other series of
the Trust or the Manager.
-4-
5
6. Term of Agreement. This Interim Agreement shall become effective on the
date first written above or on such later date as the Acquisition may take
place, and shall continue in effect, unless sooner terminated as provided
herein, for a period not to exceed 150 days following such date, or until the
majority of the Fund's outstanding voting securities approves a new Subadvisory
Agreement with the Subadviser. This Interim Agreement is terminable at any time,
by the Trust or by either party, without payment of any penalty, on not more
than ten (10) days' written notice to the other parties. This Interim Agreement
will be terminated automatically in the event of its assignment (as defined in
the 1940 Act).
All transactions already initiated hereunder at the time of termination
shall be completed in accordance with the Subadviser's usual practice.
7. Amendments. This Interim Agreement may be amended by consent of the
parties hereto provided that the consent of the 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 Fund. 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 Fund, 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 Fund.
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 Interim
Agreement;
(c) The Subadviser's performance of its obligations under this
Interim 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
Fund ("Registration Statement"), and (ii) the Fund's prospectus and statement 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 Fund of which the Subadviser has knowledge ("Subadviser and Fund
Information") and except as advised in writing to the Manager such Registration
Statement,
-5-
6
prospectus and statement 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 Interim 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
Interim 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 Interim 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 Fund 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 the Fund's portfolio
assets for which it serves as subadviser under this Interim 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 Fund
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
-6-
7
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 Fund.
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 the Manager and its affiliates; that the
Fund, 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, the Subadviser agrees to obtain prior written approval from the Manager
before using or referring to Ivy Fund, and Ivy Management, Inc., or the Fund 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 Fund in the Subadviser's marketing material as long as such
marketing material does not constitute "sales literature" or "advertising" for
the Fund, 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 the 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 the 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 the
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 the 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 Fund 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 Fund. The Subadviser shall
furnish the Manager reports concerning transactions and performance of the Fund,
including information required to be disclosed in the Trust's Registration
Statement, in such form as may be mutually
-7-
8
agreed. The Subadviser shall permit the financial statements, books and records
with respect to the Fund 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 the 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 Fund (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 Fund 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 Interim Agreement.
-8-
9
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 Fund (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 Fund 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 Interim Agreement.
14. Assignment by the Subadviser. This Interim 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
-9-
10
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: IVY MANAGEMENT, INC.
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: Xxxxx X. Xxxxxxx
If to the Trust: IVY FUND
Via Xxxxxx Financial Plaza
000 Xxxxx Xxxxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000, X.X.X.
Attention: Xxxxx X. Xxxxxxx
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
-10-
11
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 Interim Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Massachusetts.
Anything herein to the contrary notwithstanding, this Interim 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 Interim Agreement be held invalid
by a court decision, statute, rule or otherwise, the remainder of this Interim
Agreement shall not be affected thereby. This Interim Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors.
20. Counterparts. This Interim 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/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Title: President
XXXXX XXXXXXX & ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Title: Treasurer
-11-
12
SCHEDULE A
TO INTERIM SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED APRIL 18, 2001
-----------------------------------
Fund:
XXX XXXXXXX VALUE FUND - 100% of Fund's net assets
13
SCHEDULE B
TO INTERIM SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED APRIL 18, 2001
-----------------------------------
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.
