Exhibit 10.47


 


 


MASTER BUSINESS
MANAGEMENT AND INVESTMENT ADVISORY AGREEMENT


 


 


AGREEMENT made
this 31st day of December, 2002, by Ivy Fund (the “Fund”) and Waddell &
Reed Ivy 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 1940 Act) 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) expense’s 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.


 


 


2

















 


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 1940 Act)
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 1940 Act) 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/ Kristen A.
  Richards

  	
   

  
	
   

  	
   

  	
  Kristen A. Richards

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WADDELL & REED
  IVY INVESTMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Henry J.
  Herrmann

  	
   

  
	
   

  	
   

  	
  Henry J. Herrmann

  
	
   

  	
   

  	
  Title: President

  



 


 


4

















 


IVY FUNDS


 


MASTER
BUSINESS MANAGEMENT AND INVESTMENT ADVISORY


AGREEMENT
SUPPLEMENT


 


	
  Ivy Cundill
  Global Value Fund

  
	
              Ivy European Opportunities Fund

  
	
  Ivy
  International Growth Fund

  
	
             Ivy International
  Core Equity Fund

  
	
  Ivy Pacific
  Opportunities Fund

  



 


 


AGREEMENT
originally made as of the 31st day of
December, 2002, by and between Ivy Funds (f/k/a Ivy Fund) (the “Fund”) and Ivy
Investment Management Company (the “Manager”), and amended as of August 25,
2004, March 27, 2006, and May 24, 2006 and further amended as of August 26,
2009.


 


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 Trustee 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 Cundill Global Value Fund, Ivy European Opportunities Fund, Ivy
International Growth Fund, Ivy International Core Equity Fund and Ivy Pacific
Opportunities Fund (each a “Portfolio” and, collectively, the “Portfolios”) are
separate investment portfolios of the Fund.


 


NOW,
THREREFORE, 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 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 the net asset 


 


 

















 


value per share)
of the net assets of the Portfolio during the preceding month at the following
annual rates:


 


	
  Ivy Cundill Global Value Fund

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $500 million

  	
   

  	
  1.00% of net assets

  
	
  Over $500 million and
  up to $1 billion

  	
   

  	
  0.85% of net assets

  
	
  Over $1 billion and up
  to $2 billion

  	
   

  	
  0.83% of net assets

  
	
  Over $2 billion and up
  to $3 billion

  	
   

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.76% of net assets

  
	
   

  	
   

  	
   

  
	
  Ivy European Opportunities Fund

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $250 million

  	
   

  	
  0.90% of net assets**

  
	
  Over $250 million and
  up to $500 million

  	
   

  	
  0.85% of net assets

  
	
  Over $500 million

  	
   

  	
  0.75% of net assets

  
	
   

  	
   

  	
   

  
	
  Ivy International Growth Fund

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $1 billion

  	
   

  	
  0.85% of net assets

  
	
  Over $1 billion and up
  to $2 billion

  	
   

  	
  0.83% of net assets

  
	
  Over $2 billion and up
  to $3 billion

  	
   

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.70% of net assets*

  
	
   

  	
   

  	
   

  
	
  Ivy International Core Equity
  Fund

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $1 billion

  	
   

  	
  0.85% of net assets

  
	
  Over $1 billion and up
  to $2 billion

  	
   

  	
  0.83% of net assets

  
	
  Over $2 billion and up
  to $3 billion

  	
   

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.70% of net assets*

  
	
   

  	
   

  	
   

  
	
  Ivy Pacific Opportunities Fund

  	
   

  	
   

  
	
  Net Assets

  	
   

  	
  Fee

  
	
  Up to $500 million

  	
   

  	
  1.00% of net assets

  
	
  Over $500 million and
  up to $1 billion

  	
   

  	
  0.85% of net assets

  
	
  Over $1 billion and up
  to $2 billion

  	
   

  	
  0.83% of net assets

  
	
  Over $2 billion and up
  to $3 billion

  	
   

  	
  0.80% of net assets

  
	
  Over $3 billion

  	
   

  	
  0.76% of net assets

  



 


*Breakpoint
schedule approved by the Board of Trustees on May 24, 2006.


**Effective
August 26, 2009


 


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 in accordance with the provisions contained in Section 8 of the
Master Agreement.


 


 

















 


IN
WITNESS WHEREOF, the Fund and the Manager have adopted this
Supplement as of the date first set forth above.


 


	
   

  	
  IVY FUNDS, on behalf of
  Ivy Cundill Global Value Fund,

  
	
   

  	
  Ivy European
  Opportunities Fund, Ivy International Growth

  
	
   

  	
  Fund, Ivy International
  Core Equity Fund and Ivy Pacific

  
	
   

  	
  Opportunities Fund

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mara Herrington

  	
   

  
	
   

  	
   

  	
  Mara Herrington

  
	
   

  	
   

  	
  Vice President and
  Secretary

  
	
   

  	
   

  
	
   

  	
  IVY INVESTMENT
  MANAGEMENT COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henry J. Herrmann

  	
   

  
	
   

  	
   

  	
  Henry J. Herrmann

  
	
   

  	
   

  	
  President