Exhibit d
FORM OF MANAGEMENT AGREEMENT
TT International u.s.a. feeder trust
TT EAFE Mutual Fund
MANAGEMENT AGREEMENT, dated as of ________ __, 2000, by and between TT
International U.S.A. Feeder Trust, a Massachusetts trust (the "Trust"), and TT
International Investment Management ("TT International" or the "Manager"), a
partnership formed under the laws of England and regulated in the conduct of
investment business by the Investment Management Regulatory Organisation
Limited ("IMRO").
W I T N E S S E T H:
WHEREAS, the Trust engages in business as an open-end management
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"), and
WHEREAS, the Trust wishes to engage TT International to provide certain
management services for the series of the Trust designated as TT EAFE Mutual
Fund (the "Fund"), and TT International is willing to provide such management
services for the Fund on the terms and conditions set forth 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 TT International. (a) TT International 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 ________ __, 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notice or until similarly notified that such determination has been revoked.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 size of the issue exceeds a threshold determined by the Manager from time
to time. 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. The Trust, on behalf of the Fund, acknowledges that accounts advised
by the Manager, including accounts in which the Manager and its personnel are
interested, may receive allocations of stock in initial public offerings or
other "hot issues."
(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.
2. Allocation of Charges and Expenses. TT International 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 nonrecurring 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 TT International. For the services to be rendered
and the facilities to be provided by TT International hereunder, the Trust
shall pay to TT International from the assets of the Fund a management fee
computed daily and paid monthly at an annual rate equal to the lesser of (i)
1.00% of the Fund's average daily net assets for the Fund's then-current fiscal
year or (ii) the difference between 1.00% 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 TT International is the
manager. If TT International provides services hereunder for less than the
whole of any period specified in this Section 3, the compensation to TT
International shall be accordingly adjusted and prorated.
4. Covenants of TT International. TT International 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 TT International and its partners and officers. TT International
shall notify the Trust of any change in the partners of TT International within
a reasonable time after such change.
5. Limitation of Liability of TT International. TT International 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 "TT International" shall include partners,
officers and employees of TT International as well as TT International itself.
6. Activities of TT International. The services of TT International to
the Fund are not to be deemed to be exclusive, TT International 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 TT International, as partners, officers,
employees, or otherwise and that partners, officers and employees of TT
International are or may become similarly interested in the Trust and that TT
International 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 ________ __, 2002 on which date it will terminate unless
its continuance after ________ __, 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 TT International 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 TT International, 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 TT International; that TT
International may assign any or all of such rights to another party or parties
without the consent of the Trust; and that TT International may permit other
parties, including other investment companies, to use the words "TT" and "TT
International" in their names. If TT International, 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."
10. Additional Acknowledgements. The Trust hereby acknowledges receipt
of the Statement of Protection as required by United Kingdom regulations. The
Trust further acknowledges receipt of the chapter of the Manager's Compliance
Manual relating to complaints procedures as well as a copy of an extract from
the IMRO Rules concerning the Investment Ombudsman.
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
By:_____________________________ By:______________________________
Title:__________________________ Title:___________________________