Exhibit (d)(6)
MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 31st day of December, 2002, by Ivy Fund (the
"Fund") and Xxxxxxx & Xxxx Xxx Investment Company (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 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 "interested persons" (as defined in the 0000 Xxx) of any party
to this Agreement ("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; (13) fees and expenses of membership in industry
organizations; and (14) such nonrecurring or extraordinary expenses as may
arise, including litigation affecting the Fund, and any indemnification by
the Fund of its officers, directors, employees and agents with respect
thereto.
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 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 December 31, 2003,
provided, that the Agreement will continue in effect with respect to a
Portfolio beyond December 31, 2003, 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.
(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/Xxxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXXX & XXXX XXX INVESTMENT COMPANY
By: /s/Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx
Title: President
IVY FUND
MASTER BUSINESS MANAGEMENT AND INVESTMENT ADVISORY
AGREEMENT SUPPLEMENT
Ivy Bond Fund
Xxx Xxxxxxx Global Value Fund
Ivy Developing Markets Fund
Ivy European Opportunities Fund
Ivy Global Fund
Ivy Global Science & Technology Fund
Ivy Growth Fund
Ivy International Fund
Ivy International Growth Fund
Ivy International Small Companies Fund
Ivy International Value Fund
Ivy Money Market Fund
Ivy Pacific Opportunities Fund
Ivy US Blue Chip Fund
Ivy US Emerging Growth Fund
AGREEMENT made as of the 31st day of December, 2002, by and between
Ivy Fund (the "Fund") and Xxxxxxx & Xxxx Xxx Investment Company (the
"Manager").
WHEREAS, the Fund is an open-end investment company organized as a
Massachusetts business trust and consists of such separate investment
portfolios as have been or may be established and designated by the
Trustees of the Fund from time to time;
WHEREAS, a separate class of shares of the Fund is offered to
investors with respect to each investment portfolio;
WHEREAS, the Fund has adopted a Master Business Management and
Investment Advisory Agreement dated December 31, 2002 (the "Master
Agreement"), pursuant to which the Fund has appointed the Manager to
provide the business management and investment advisory services specified
in that Master Agreement; and
WHEREAS, Ivy Bond Fund, Xxx Xxxxxxx Global Value Fund, Ivy
Developing Markets Fund, Ivy European Opportunities Fund, Ivy Global Fund,
Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy International
Fund, Ivy International Growth Fund, Ivy International Small Companies
Fund, Ivy International Value Fund, Ivy Money Market Fund, Ivy Pacific
Opportunities Fund, Ivy US Blue Chip Fund and Ivy US Emerging Growth Fund
(each a "Portfolio" and, collectively, the "Portfolios") are separate
investment portfolios of the Fund.
NOW, THEREFORE, the Trustees of the Fund hereby take the following
actions, subject to the conditions set forth:
1. As provided for in the Master Agreement, the Fund hereby adopts
the Master Agreement with respect to each Portfolio, and the Manager
hereby acknowledges that the Master Agreement shall pertain to each
Portfolio, the terms and conditions of such Master Agreement being hereby
incorporated herein by reference.
2. The term "Portfolio" as used in the Master Agreement shall, for
purposes of this Supplement, pertain to each Portfolio.
3. As provided in the Master Agreement and subject to further
conditions as set forth therein, each Portfolio shall pay the Manager a
monthly fee on the first business day of each month based upon the average
daily value (as determined on each business day at the time set forth in
the Prospectus of the applicable Portfolio for determining net asset value
per share) of the net assets of the Portfolio during the preceding month
at the following annual rates:
Fee Rate
(as a percentage of
Portfolio average net assets)
Ivy Bond Fund 0.50% of the first $500 million;
0.40% over $500 million
Xxx Xxxxxxx Global Value Fund 1.00%
Ivy Developing Markets Fund 1.00%
Ivy European Opportunities 1.00% of the first $250 million;
Fund 0.85% of the next $250 million;
0.75% over $500 million
Ivy Global Fund 1.00% of the first $500 million;
0.75% over $500 million
Ivy Global Science & 1.00%
Technology Fund
Ivy Growth Fund 0.85% of the first $350 million;
0.75% over $350 million
Ivy International Fund 1.00% of the first $2.0 billion;
0.90% of the next $500 million;
0.80% of the next $500 million;
0.70% over $3 billion
Ivy International Growth 1.00%
Fund
Ivy International Small 1.00%
Companies Fund
Ivy International Value Fund 1.00%
Ivy Money Market Fund 0.40%
Ivy Pacific Opportunities Fund 1.00%
Ivy US Blue Chip Fund 0.75%
Ivy US Emerging Growth Fund 0.85%
4. This Supplement and the Master Agreement (together, the
"Agreement") shall become effective with respect to each Portfolio as of
the date first written above or such later date as the shareholders may
approve the Agreement, and unless sooner terminated as hereinafter
provided, the Agreement shall remain in effect with respect to each
Portfolio until December 31, 2003, and from year to year thereafter if
such continuance is specifically approved at least annually (a) by the
vote of a majority of the outstanding voting securities of the applicable
Portfolio (as defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) or by the Fund's entire Board of Trustees and (b) by the
vote, cast in person at a meeting called for that purpose, of a majority
of the Fund's Independent Trustees. This Agreement may be terminated with
respect to each Portfolio at any time, without payment of any penalty, by
vote of a majority of the outstanding voting securities of the applicable
Portfolio (as defined in the 0000 Xxx) or by vote of a majority of the
Fund's entire Board of Trustees on sixty (60) days' written notice to the
Manager or by the Manager on sixty (60) days' written notice to the Fund.
This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act).
IN WITNESS WHEREOF, the Fund and the Manager have adopted this
Supplement as of the date first set forth above.
IVY FUND, on behalf of Ivy Bond Fund, Xxx Xxxxxxx Global
Value Fund, Ivy Developing Markets Fund, Ivy European
Opportunities Fund, Ivy Global Fund, Ivy Global Science &
Technology Fund, Ivy Growth Fund, Ivy International Fund,
Ivy International Growth Fund, Ivy International Small
Companies Fund, Ivy International Value Fund, Ivy Money
Market Fund, Ivy Pacific Opportunities Fund, Ivy US Blue
Chip Fund and Ivy US Emerging Growth Fund
By: /s/Xxxxxxx X. Xxxxxxxx
------------------------------
Xxxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXXX & XXXX XXX INVESTMENT COMPANY
By: /s/Xxxxx X. Xxxxxxxx
------------------------------
Xxxxx X. Xxxxxxxx
Title: President
