Exhibit (d)(8)
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AGREEMENT, effective as of December 31, 2002, by
and between ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇ Investment Management Company (the
"Manager") and Ivy Fund (the "Trust"), on behalf of each series of the
Trust set forth in Schedule A (each a "Fund" and, collectively, the
"Funds").
WHEREAS, the Trust is a Massachusetts business trust, and is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company of the series type,
and each Fund is a series of the Trust; and
WHEREAS, the Trust and the Manager have entered into a Master
Business Management and Investment Advisory Agreement and a Master
Business Management Agreement, respectively, effective as of December 31,
2002 ("Management Agreements"), pursuant to which the Manager provides
business management and/or investment advisory services to each Fund for
compensation based on the value of the average net assets of each such
Fund; and
WHEREAS, the Trust and the Manager have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which
each such Fund may normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the ordinary
operating expenses incurred by a Fund in any fiscal year ("Fund
Operating Expenses"), including but not limited to business
management and investment advisory fees, but excluding interest,
taxes, brokerage commissions, extraordinary expenses such as
litigation, expenses not incurred in the ordinary course of such
Fund's business, and amounts payable pursuant to a plan adopted
in accordance with Rule 12b-1 under the 1940 Act, exceed the
Operating Expense Limit, as defined in Section 1.2 below, such
excess amount (the "Excess Amount") shall be borne by the
Manager.
1.2 Operating Expense Limit. The maximum Operating Expense Limit and
term of this Agreement with respect to each Fund are set forth
on Schedule A. All Operating Expense Limits presented on
Schedule A are based on a percentage of the average net assets
of each Fund.
1.3 Duration of Operating Expense Limit. The Operating Expense Limit
with respect to each Fund shall remain in effect until the date
specified for that Fund. The Manager may extend, but may not
during the term of this Agreement shorten, the duration of the
Operating Expense Limit for any Fund without the consent of the
Trust by delivering a revised Schedule A to the Trust reflecting
such extension.
1.4 Changes to Operating Expense Limit. The Manager may lower, but
may not during the term of this Agreement increase, the
Operating Expense Limit for any Fund without the consent of the
Trust by delivering a revised Schedule A to the Trust reflecting
such reduction. The Manager may also cover additional series of
Ivy Fund under this Agreement by delivering a revised Schedule A
to the Trust.
1.5 Method of Computation. To determine the Manager's obligation
with respect to the Excess Amount, each day Fund Operating
Expenses for each Fund shall be annualized. If the annualized
Fund Operating Expenses of a Fund for any day exceed the
Operating Expense Limit of such Fund, the Manager shall remit to
the Fund an amount equal to that day's Excess Amount.
1.6 Payment of Excess Amount. Any Excess Amount accrued during a
month shall be paid by the Manager within the first 10 days of
the following month.
2. Fund Reimbursement of Prior Expense Reimbursements.
If on any day during which the Management Agreements are in effect,
the estimated annualized Fund Operating Expenses of a Fund for that
day are less than the Operating Expense Limit, the Manager shall be
entitled to reimbursement by such Fund of the payments previously
remitted by the Manager to the Fund pursuant to Section 1 hereof (the
"Reimbursement Amount") to the extent that the Fund's annualized Fund
Operating Expenses plus the amount reimbursed to the Manager equals,
for such day, the Operating Expense Limit provided in Schedule A.
3. Term and Termination of Agreement.
This Agreement shall terminate with respect to a Fund upon
termination of that Fund's Management Agreement, or it may be
terminated by either party hereto, without payment of any penalty,
upon ninety (90) days' prior written notice to the other party, at
its principal place of business.
4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or
delineate any of the provisions hereof.
4.2 Interpretation. Nothing contained herein shall be deemed to
require the Trust or the Funds to take any action contrary to
the Trust's Declaration of Trust or By-Laws, or any applicable
statutory or regulatory requirement to which it is subject or by
which it is bound, or to relieve or deprive the Trust's Board of
Trustees of its responsibility for and control of the conduct of
the affairs of the Trust or the Funds.
4.3 Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the
business management and investment advisory fees, the
computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the
terms and provisions of the applicable Management Agreement or
the 1940 Act, shall have the same meaning as and be resolved by
reference to such Management Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective corporate seals to be hereunto affixed, as of December 31,
2002.
ON BEHALF OF IVY FUND, AND EACH OF ITS SERIES,
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
ON BEHALF OF ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇ INVESTMENT COMPANY
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
Schedule A
to
Expense Limitation Agreement
Operating Expense Limit from December 31, 2002 through December 31,
2011:
▇▇▇ ▇▇▇▇▇▇▇ Value Fund 2.50%
Ivy Developing Markets Fund 2.50%
Ivy Global Fund 2.50%
Ivy Global Natural Resources Fund 2.50%
Ivy International Growth Fund 2.50%
Ivy International Small Companies Fund 2.50%
Ivy International Value Fund 2.50%
Ivy Money Market Fund 1.25%
Ivy Pacific Opportunities Fund 2.50%
Ivy US Blue Chip Fund 2.50%