Exhibit (d)(27)
FORM OF
SUBADVISORY AGREEMENT
AGREEMENT made as of the day of , 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 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, 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
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.
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
(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 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 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. 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 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 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
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:___________________________
Title:________________________
XXXXX XXXXXXX & ASSOCIATES, INC.
By:____________________________
Title:_________________________
SCHEDULE A
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED , 2000
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Funds:
Xxx Xxxxxxx Value Fund - 100% of Fund's net assets
SCHEDULE B
TO SUBADVISORY AGREEMENT BETWEEN
IVY MANAGEMENT, INC. AND XXXXX XXXXXXX & ASSOCIATES, INC.
DATED , 2000
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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.
