exhibit d(2)
AMENDED AND RESTATED
MANAGEMENT AGREEMENT
TT INTERNATIONAL U.S.A. FEEDER TRUST
TT Europe Mutual Fund
AMENDED AND RESTATED MANAGEMENT AGREEMENT, amended and restated as of
July 8, 2002, by and between TT International U.S.A. Feeder Trust, a
Massachusetts trust (the "Trust"), and TT International Investment Management
(the "Manager"), a partnership formed under the laws of England and regulated
in the conduct of investment business by the Financial Services Authority
("FSA").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end investment
company and is registered as such under the Investment Company Act of 1940, as
amended (collectively with the rules and regulations promulgated thereunder and
any exemptive orders thereunder, the "1940 Act"),
WHEREAS, pursuant to that certain Management Agreement dated as of
February 6, 2001 (the "Original Agreement") between the Trust and the Manager,
the Trust engaged the Manager to provide certain management services for the
series of the Trust designated TT Europe Mutual (the "Fund"), and the Manager
agreed to provide such management services for the Fund on the terms and
conditions set forth therein, and
WHEREAS, the Trust and the Manager desire to amend and restate the
Original Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Duties of the Manager. (a) The Manager shall act as the investment
manager for the Fund and as such shall furnish continuously an investment
program and shall determine from time to time what securities shall be
purchased, sold or exchanged and what portion of the assets of the Fund shall
be held uninvested, subject always to the restrictions of the Trust's
Declaration of Trust, dated as of May 26, 2000, and By-Laws, as each may be
amended from time to time (respectively, the "Declaration" and the "By-Laws"),
the provisions of the 1940 Act, and the then-current Registration Statement of
the Trust with respect to the Fund. The Manager shall also make recommendations
as to the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Fund's portfolio securities shall be
exercised. Should the Board of Trustees of the Trust at any time, however, make
any definite determination as to investment policy applicable to the Fund and
notify the Manager thereof in writing, the Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Manager shall
take, on behalf of the Fund, all actions which it deems necessary to implement
the investment policies determined as provided above, and in particular to
place all orders for the purchase or sale of securities, options, and futures
contracts (including non-U.S. securities, options, and futures contracts) for
the Fund's account with the brokers or dealers selected by it, and to that end
the Manager is authorized as the agent of the Trust to give instructions to the
custodian or any subcustodian of the Fund as to deliveries of securities and
payments of cash for the account of the Fund. In making purchases or sales of
securities or other property for the account of the Fund, the Manager may deal
with itself or with the Trustees of the Trust or the Trust's underwriter or
distributor, to the extent such actions are permitted by the 1940 Act. In
providing the services and assuming the obligations set forth herein, the
Manager may employ, at its own expense, or may request that the Trust employ at
the Fund's expense, one or more subadvisers; provided that in each case the
Manager shall supervise the activities of each subadviser. Any agreement
between the Manager and a subadviser shall be subject to the renewal,
termination and amendment provisions applicable to this Agreement. Any
agreement between the Trust on behalf of the Fund and a subadviser may be
terminated by the Manager at any time on not more than 60 days' nor less than
30 days' written notice to the Trust and the subadviser.
(b) The Manager is authorized, in its discretion, to select the
broker/dealers through which transactions will be effected on behalf of the
Fund and to establish the commissions or discounts to be paid for such
transactions. The Trust, on behalf of the Fund, acknowledges and agrees that in
selecting broker/dealers the Manager will consider a number of factors,
including among others (i) commission rates; (ii) financial strength and
stability; (iii) specialized knowledge concerning particular investment
markets; (iv) experience in effecting transactions in particular markets on a
prompt and cost-effective basis; (v) the value of investment research products
and services that a broker may lawfully provide to assist the Manager in the
exercise of its investment discretion; and (vi) ability to handle large volume
transactions. The Trust, on behalf of the Fund, further acknowledges that it is
the Manager's practice to negotiate with the broker/dealers that it employs on
behalf of its clients standing commission rates for transactions in particular
markets. Accordingly, transactions effected on behalf of the Fund will
generally be effected on the basis of these standing commission rates, and the
Manager will not negotiate commissions with broker/dealers on a separate basis
for each transaction. As a result of the factors noted in this paragraph,
transactions effected by the Manager on behalf of the Fund may not be effected
at the lowest available commission rates.
Transactions effected by the Manager on behalf of the Fund may
generate soft commission payments that will be applied by the Manager to obtain
various research products and services. The Trust, on behalf of the Fund,
acknowledges that the Manager may pay a broker who provides research products
or services commissions that are higher than the lowest available commissions
that another broker might have charged if the Manager determines in good faith
that the commissions are reasonable in relation to the value of the brokerage
and research products and services provided. The Trust, on behalf of the Fund
acknowledges and agrees that these research products and services may be used
by the Manager for the benefit of some or all of the accounts managed by the
Manager and not exclusively for the benefit of the Fund's account.
(c) The Trust, on behalf of the Fund, acknowledges that it is the
Manager's policy to exclude institutional accounts, such as the Fund's, from
allocations of stock in initial public offerings or other "hot issues," unless
the market capitalization of the issuer exceeds a minimum threshold determined
by the Manager from time to time and the Manager otherwise determines
participation to be appropriate. This policy is based on the Manager's judgment
that companies with smaller market capitalizations are not suitable for
accounts such as those of the Fund and that even larger initial public
offerings may not be suitable for the Fund. The Trust, on behalf of the Fund,
acknowledges that the Manager may allocate these investments to other accounts
managed by the Manager, which may include accounts in which the Manager and its
principals have investment or carried interests and acknowledges that as a
result the Fund may not participate in short-term gains based upon post-issue
appreciation in the value of "hot issues" even in cases where these
opportunities may result, at least in part, from trading activity by the Fund.
(d) The Manager has full authority to select and use counterparties
other than the Trust's custodian for the purpose of executing foreign exchange
transactions. The Trust hereby authorizes the Manager to enter into foreign
exchange agreements with such counterparties as agent, and may execute
transactions under the aforementioned agreements for, and on behalf of, the
Fund. Notwithstanding that the Manager has entered into these transactions as
agent, the Trust, on behalf of the Fund, remains principal to the transactions.
Transactions executed in accordance with the aforementioned agreements will be
subject to the terms and conditions of the International Foreign Exchange
Master Agreement.
(e) The Trust, on behalf of the Fund, acknowledges that the Manager
will deal with the Trust and the Fund as Intermediate Customers, pursuant to
the Financial Services Authority's rules, and agrees that the management
services to be provided hereunder will be provided on such basis.
2. Allocation of Charges and Expenses. The Manager shall furnish at
its own expense all necessary services, facilities and personnel in connection
with its responsibilities under Section 1 above. Except as provided in the
foregoing sentence, it is understood that the Trust will pay from the assets of
the Fund all of its own expenses allocable to the Fund including, without
limitation, organization costs of the Fund; compensation of Trustees who are
not "interested persons" of the Trust; governmental fees; interest charges;
loan commitment fees; taxes; membership dues in industry associations allocable
to the Trust; fees and expenses of independent auditors, legal counsel and any
transfer agent, distributor, shareholder servicing agent, registrar or dividend
disbursing agent of the Trust; expenses of issuing and redeeming shares of
beneficial interest and servicing shareholder accounts; expenses of preparing,
typesetting, printing and mailing prospectuses, statements of additional
information, shareholder reports, notices, proxy statements and reports to
governmental officers and commissions and to existing shareholders of the Fund;
expenses connected with the execution, recording and settlement of security,
option, and futures transactions; insurance premiums; fees and expenses of the
custodian for all services to the Fund, including safekeeping of funds,
securities, options, and futures and maintaining required books and accounts;
expenses of calculating the net asset value of the Fund (including but not
limited to the fees of independent pricing services); expenses of meetings of
the Fund's shareholders; expenses relating to the registration and
qualification of shares of the Fund; and such non-recurring or extraordinary
expenses as may arise, including those relating to actions, suits or
proceedings to which the Trust on behalf of the Fund may be a party and the
legal obligation which the Trust may have to indemnify its Trustees and
officers with respect thereto.
3. Compensation of the Manager. For the services to be rendered and
the facilities to be provided by the Manager hereunder, the Trust shall pay to
the Manager from the assets of the Fund a management fee computed daily and
paid monthly at an annual rate equal to the lesser of (i) 1.50% of the Fund's
average daily net assets for the Fund's then-current fiscal year or (ii) the
difference between 1.50% of the Fund's average daily net assets for the Fund's
then-current fiscal year and the aggregate investment management fees allocated
to the Fund for the Fund's then-current fiscal year from the portfolio(s) in
which it invests of which the Manager is the manager. If the Manager provides
services hereunder for less than the whole of any period specified in this
Section 3, the compensation to the Manager shall be accordingly adjusted and
prorated.
4. Covenants of the Manager. The Manager agrees that it will not deal
with itself, or with the Trustees of the Trust or the Trust's principal
underwriter or distributor, as principals in making purchases or sales of
securities, options, futures, or other property for the account of the Fund,
except as permitted by the 1940 Act, will not take a long or short position in
shares of beneficial interest of the Fund except as permitted by the
Declaration, and will comply with all other provisions of the Declaration and
By-Laws and the then-current Registration Statement applicable to the Fund
relative to the Manager and its partners and officers. The Manager shall notify
the Trust of any change in the partners of the Manager within a reasonable time
after such change.
5. Limitation of Liability of the Manager. The Manager shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission in the execution of securities,
options, or futures transactions for the Fund, except for willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. As used in this
Section 5, the term "Manager" shall include partners, officers and employees of
the Manager as well as the Manager itself.
6. Activities of the Manager. The services of the Manager to the Fund
are not to be deemed to be exclusive, the Manager being free to render
investment advisory, administrative and/or other services to others. It is
understood that Trustees, officers, and shareholders of the Trust are or may be
or may become interested in the Manager, as partners, officers, employees, or
otherwise and that partners, officers and employees of the Manager are or may
become similarly interested in the Trust and that the Manager may be or may
become interested in the Trust as a shareholder or otherwise.
7. Duration, Termination and Amendments of this Agreement. This
Agreement shall become effective as of the day and year first above written,
shall govern the relations between the parties hereto thereafter and shall
remain in force until August 31, 2002 on which date it will terminate unless
its continuance after August 31, 2002 is "specifically approved at least
annually" (a) by the vote of a majority of the Trustees of the Trust who are
not "interested persons" of the Trust or of the Manager at a meeting
specifically called for the purpose of voting on such approval, and (b) by the
Board of Trustees of the Trust or by "vote of a majority of the outstanding
voting securities" of the Fund.
This Agreement may be terminated at any time without the payment of
any penalty by the Trustees or by the "vote of a majority of the outstanding
voting securities" of the Fund, or by the Manager, in each case on not more
than 60 days' nor less than 30 days' written notice to the other party. This
Agreement shall automatically terminate in the event of its "assignment."
This Agreement may be amended only if such amendment is approved by
the "vote of a majority of the outstanding voting securities" of the Fund
(except for any such amendment as may be effected in the absence of such
approval without violating the 1940 Act).
The terms "specifically approved at least annually," "vote of a
majority of the outstanding voting securities," "assignment," "affiliated
person," and "interested persons," when used in this Agreement, shall have the
respective meanings specified in, and shall be construed in a manner consistent
with, the 1940 Act, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission under said Act.
Each party acknowledges and agrees that all obligations of the Trust
under this Agreement are binding only with respect to the Fund; that any
liability of the Trust under this Agreement, or in connection with the
transactions contemplated herein, shall be discharged only out of the assets of
the Fund; and that no other series of the Trust shall be liable with respect to
this Agreement or in connection with the transactions contemplated herein.
The undersigned officer of the Trust has executed this Agreement not
individually, but as an officer under the Declaration and the obligations of
this Agreement are not binding upon any of the Trustees, officers or
shareholders of the Trust individually.
8. Governing Law. This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of The Commonwealth
of Massachusetts. Each of the parties consents to the personal jurisdiction of
the courts of Massachusetts for purposes of any proceedings relating to this
Agreement and waives any objection to the convenience of such courts.
9. Use of Name. The Trust hereby acknowledges that any and all rights
in or to the names "TT" and "TT International" which exist on the date of this
Agreement or which may arise hereafter are, and under any and all circumstances
shall continue to be, the sole property of the Manager; that the Manager may
assign any or all of such rights to another party or parties without the
consent of the Trust; and that the Manager may permit other parties, including
other investment companies, to use the words "TT" and "TT International" in
their names. If the Manager, or its assignee, as the case may be, ceases to
serve as the adviser and administrator of the Trust, the Trust hereby agrees to
take promptly any and all actions which are necessary or desirable to change
its name so as to delete the words "TT" and "TT International."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered in their names and on their behalf by the
undersigned, thereunto duly authorized, all as of the day and year first above
written.
TT INTERNATIONAL U.S.A. TT INTERNATIONAL
FEEDER TRUST INVESTMENT MANAGEMENT
On behalf of TT Europe Mutual Fund
By: /s/ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
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Title: President Title: Partner
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