Exhibit 10.14
INVESTMENT MANAGEMENT
AGREEMENT
THIS AGREEMENT,
originally made the 31st day of August, 1992, by and between IVY
FUNDS, INC., f.k.a. Waddell & Reed Funds, Inc.
(hereinafter called “Corporation”), and
Waddell & Reed Investment Management Company, and assigned
by Waddell & Reed Investment Management Company on
June 30, 2003 to Ivy Investment Management Company
(hereinafter called “IICO”), f.k.a. Waddell &
Reed Ivy Investment Company, and hereby amended and restated and
effective November 16, 2005,
WITNESSETH:
In consideration of the
mutual promises and agreements herein contained and other good and
valuable consideration, the receipt of which is hereby
acknowledged, it is hereby agreed by and between the parties hereto
as follows:
I.
In General
IICO agrees to act as investment adviser to the Corporation with
respect to the investment of its assets and in general to supervise
the investments of each series of the Corporation as set forth in
Exhibit A, and as amended from time to time, subject at all
times to the direction and control of the Board of Directors of the
Corporation, all as more fully set forth herein.
II.
Duties of IICO with respect to investment of assets of the
Corporation
A. IICO shall regularly provide investment advice to the
Corporation and shall, subject to the succeeding provisions of
this section, continuously supervise the investment and
reinvestment of cash, securities or other property comprising the
assets of the investment portfolios of the Corporation ; and
in furtherance thereof, IICO shall:
1. obtain and evaluate pertinent information about
significant developments and economic, statistical and financial
data, domestic, foreign or otherwise, whether affecting the economy
generally or one or more of the portfolios of the
Corporation , and whether concerning the individual companies
whose securities are included in one or more of the
Corporation ’s portfolios or the industries in which they
engage, or with respect to securities which IICO considers
desirable for inclusion in one or more of the Corporation’s
portfolios;
2. furnish continuously an investment program for each of the
portfolios of the Corporation;
3. determine what securities shall be purchased or sold by
the Corporation;
4. take, on behalf of the Corporation, all actions which
appear to IICO necessary to carry into effect such investment
programs and supervisory functions as aforesaid, including the
placing of purchase and sale orders.
B. IICO shall make appropriate and regular reports to the
Board of Directors of the Corporation on the actions it takes
pursuant to Section II.A. above. Any investment programs
furnished by IICO under this section, or any supervisory function
taken hereunder by IICO shall at all times conform to and be in
accordance with any requirements imposed by:
1. the provisions of the Investment Company Act of 1940 and
any rules or regulations in force thereunder;
2. any other applicable provision of law;
3. the provisions of the Articles of Incorporation of the
Corporation as amended from time to time;
4. the provisions of the Bylaws of the Corporation as amended
from time to time;
5. the terms of the registration statement of the
Corporation, as amended from time to time, under the Securities Act
of 1933 and the Investment Company Act of 1940.
C. Any investment programs furnished by IICO under this
section or any supervisory functions taken hereunder by IICO shall
at all times be subject to any directions of the Board of Directors
of the Corporation, its Executive Committee, or any committee or
officer of the Corporation acting pursuant to authority given by
the Board of Directors.
III.
Allocation of Expenses
The expenses of the Corporation and the expenses of IICO in
performing its functions under this Agreement shall be divided into
two classes, to wit: (i) those expenses which will be
paid in full by IICO as set forth in subparagraph “A”
hereof, and (ii) those expenses which will be paid in full by
the Corporation, as set forth in subparagraph “B”
hereof.
A. With respect to the duties of IICO under Section II
above, it shall pay in full, except as to the brokerage and
research services acquired through the allocation of commissions as
provided in Section IV hereinafter, for (a) the salaries
and employment benefits of all employees of IICO who are engaged in
providing these advisory services; (b) adequate office space
and suitable office equipment for such employees; and (c) all
telephone
2
and communications
costs relating to such functions. In addition, IICO
shall pay the fees and expenses of all directors of the Corporation
who are employees of IICO or an affiliated corporation and the
salaries and employment benefits of all officers of the Corporation
who are affiliated persons of IICO.
B. The Corporation shall pay in full for all of its expenses which
are not listed above (other than those assumed by IICO or one of
its affiliates in its capacity as principal underwriter of the
shares of the Corporation, as Shareholder Servicing Agent or as
Accounting Services Agent for t he Corporation), including
(a) the costs of preparing and printing prospectuses and
reports to shareholders of t he Corporation, including
mailing costs; (b) the costs of printing all proxy statements
and all other costs and expenses of meetings of shareholders of the
Corporation (unless the Corporation and IICO shall otherwise
agree); (c) interest, taxes, brokerage commissions and
premiums on fidelity and other insurance; (d) audit fees and
expenses of independent accountants and legal fees and expenses of
attorneys, but not of attorneys who are employees of IICO or an
affiliated company; (e) fees and expenses of its directors not
affiliated with Waddell & Reed, Inc.;
(f) custodian fees and expenses; (g) fees payable by the
Corporation under the Securities Act of 1933, the Investment
Company Act of 1940, and the securities or “Blue-Sky”
laws of any jurisdiction; (h) fees and assessments of the
Investment Company Institute or any successor organization;
(i) such nonrecurring or extraordinary expenses as may arise,
including litigation affecting the Corporation, and any
indemnification by the Corporation of its officers, directors,
employees and agents with respect thereto; (j) the costs and
expenses provided for in any Shareholder Servicing Agreement or
Accounting Services Agreement, including amendments thereto,
contemplated by subsection C of this Section III. In the
event that any of the foregoing shall, in the first instance, be
paid by IICO, the Corporation shall pay the same to IICO on
presentation of a statement with respect thereto.
C. IICO or an affiliate of IICO, may also act as
(i) transfer agent or shareholder servicing agent of the
Corporation and/or as (ii) accounting services agent of the
Corporation if at the time in question there is a separate
agreement, “Shareholder Servicing Agreement” and/or
“Accounting Services Agreement,” covering such
functions between the Corporation and IICO, or such
affiliate. The corporation, whether IICO, or its affiliate,
which is the party to either such Agreement with the Corporation is
referred to as the “Agent.” Each such Agreement
shall provide in substance that it shall go into effect, or be
amended, or a new agreement covering the same topics between the
Corporation and the Agent may be entered into, only if the terms of
such Agreement, such amendment or such new agreement have been
approved by the Board of Directors of the Corporation, including
the vote of a majority of the directors who are not
“interested persons” as defined in the Investment
Company Act of 1940, of either party to the Agreement, such
amendment or such new agreement (considering IICO to be such a
party even if at the time in question the Agent is an
affiliate
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