MACKENZIE INVESTMENT MANAGEMENT INC
SUBADVISORY AGREEMENT/HENDERSON INVESTMENT
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>17
<FILENAME>g76743exv10w47.txt
<DESCRIPTION>SUBADVISORY AGREEMENT/HENDERSON INVESTMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.47


                             SUBADVISORY AGREEMENT


         AGREEMENT made as of the 29th day of May, 2001, between IVY
MANAGEMENT, INC., 700 South Federal Highway, Boca Raton, Florida 33432 U.S.A.,
a Massachusetts corporation (hereinafter called the "Manager"), and HENDERSON
INVESTMENT MANAGEMENT LIMITED, 4 Broadgate, London, England EC2M 2DA, an United
Kingdom corporation (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");

         WHEREAS, the Manager has entered into a Master Business Management and
Investment Advisory Agreement dated May 29, 2001, as amended (the "Advisory
Agreement"), with the Trust, pursuant to which the Manager acts as investment
adviser to a specified portion of 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");

         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.


<PAGE>


                  (b)      The Subadviser shall (i) comply with all reasonable
requests of the Trust 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.

                  (c)      The Subadviser shall furnish 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.

                  (d)      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.

                  (e)      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.

                  (f)      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.

                  (g)      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.

                  (h)      The Subadviser shall review all proxy solicitation
materials and be responsible for voting and handling all proxies in relation to
the securities held in a Fund's portfolio. The Manager shall instruct the
custodian and other parties providing services to the Fund to promptly forward
misdirected proxies to the Subadviser.

         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;


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                  (b)      The Subadviser's most recent 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
Subadvisor 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 Section 1.

         4.       Compensation. The Manager shall pay to the Subadvisor 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 set forth 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. 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


                                      -3-


<PAGE>


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 become effective as
of the date first written above or such later date as the shareholders may
approve this Agreement, and shall continue in full force and effect until
September 30, 2001, 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 September
30 or prior to September 30 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 or by the Subadviser upon 60 days' written notice.
This Agreement will automatically terminate in the event of its assignment (as
defined by the 1940 Act) 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 or (b) a party commits a material
breach of any of the terms or conditions of this Agreement and such breach
shall continue 30 days after notice in writing, specifying the breach and
requiring the same to be remedied, has been given.

         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


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(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 (the "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; and

                  (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.


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         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 the 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, the Subadviser agrees to obtain prior written approval from the 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 Manager acknowledges that "Henderson" and
"Henderson Global Investors" and abbreviations or logos associated with those
names are valuable property of the AMP group of companies and are distinctive
in connection with investment advisory and related services provided by the
Subadviser, the "Henderson" name is a property right of the Subadviser, and the
"Henderson" and "Henderson Global Investors" names are understood to be used by
each Fund upon the conditions hereinafter set forth; provided that each Fund
may use such names only so long as the Subadviser shall be retained as the
investment subadviser of the Fund pursuant to the terms of this Agreement.

                  (c)      The Subadviser acknowledges that each Fund and its
agents may use the "Henderson" and "Henderson Global Investors" 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 with the prior written approval always of the Subadviser. In the event
that the Subadviser shall cease to be the investment 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. The 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


                                      -6-
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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, any affiliated person of the Subadviser and each controlling person
of 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


                                      -7-
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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 or any affiliated
person or controlling person 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.      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 2 Oliver Street,
Boston, MA 02019 (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 15 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


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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 14 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.

         15.      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 Mizner Financial Plaza
                                             700 South Federal Highway
                                             Boca Raton, FL 33432, U.S.A.
                                             Attention: Keith J. Carlson

                  If to the Trust:           IVY FUND
                                             Via Mizner Financial Plaza
                                             700 South Federal Highway
                                             Boca Raton, FL 33432, U.S.A.
                                             Attention: Keith J. Carlson

                  If to the Subadviser:      HENDERSON INVESTMENT MANAGEMENT
                                             LIMITED
                                             4 Broadgate
                                             London EC2M 2DA
                                             United Kingdom
                                             Attention: Sean Dranfield and
                                                        the Company Secretary

         16.      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.

         17.      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.


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         18.      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.

         19.      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 HENDERSON INVESTMENT
MANAGEMENT LIMITED 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: /s/ James W. Broadfoot
                                       ----------------------------------------
                                       Title President


                                    HENDERSON INVESTMENT MANAGEMENT LIMITED


                                    By: /s/ John Nestor
                                       ----------------------------------------
                                       Title Director of Institutional
                                             Marketing and Client Services




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                                   SCHEDULE A
                        TO SUBADVISORY AGREEMENT BETWEEN
        IVY MANAGEMENT, INC. AND HENDERSON INVESTMENT MANAGEMENT LIMITED
                               DATED MAY 29, 2001

                                   ---------


Funds:


IVY INTERNATIONAL SMALL COMPANIES FUND - 100% of Fund's net assets
IVY EUROPEAN OPPORTUNITIES FUND - 100% of Fund's net assets


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                                   SCHEDULE B
                        TO SUBADVISORY AGREEMENT BETWEEN
        IVY MANAGEMENT, INC. AND HENDERSON INVESTMENT MANAGEMENT LIMITED
                               DATED MAY 29, 2001

                                   ---------


Fee schedule:


IVY INTERNATIONAL SMALL COMPANIES FUND: payable monthly at an annual rate of
0.22% of the portion of the Fund's average daily net assets managed by the
Subadviser.

IVY EUROPEAN OPPORTUNITIES FUND: payable monthly at an annual rate of 0.22% of
the portion of the Fund's average daily net assets managed by the Subadviser.


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