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Exhibit 9(d)
FEEDER FUND MANAGEMENT SERVICES AGREEMENT
AGREEMENT made this 16th day of January, 1997, between Five Arrows
Short-Term Investment Trust, a Delaware business trust (the "Trust"), on behalf
of the U.S. Dollar Fund, the Pound Sterling Fund, the Deutsche Xxxx Fund and the
Canadian Dollar Fund (the "Funds"), and Rothschild International Asset
Management Limited (the "Feeder Fund Manager").
1. Duties of the Feeder Fund Manager. The Trust hereby employs the
Feeder Fund Manager to act as Feeder Fund Manager of the Funds and to administer
their affairs, subject to the supervision of the Board of Trustees of the Trust,
for the period and on the terms set forth in this Agreement.
The Feeder Fund Manager hereby accepts such employment, and undertakes
to afford to the Trust and its Board of Trustees the advice and assistance of
the Feeder Fund Manager's organization in the administration of the Funds and to
furnish for the use of the Funds' personnel for administering the affairs of the
Funds and to pay the salaries and fees of all officers and Trustees of the Trust
who are members of the Feeder Fund Manager's organization and all personnel of
the Feeder Fund Manager performing services relating to administrative
activities (other than reasonable out-of-pocket expenses incurred by Trustees of
the Trust in connection with attendance at meetings of the Board of Trustees).
The Feeder Fund Manager shall for all purposes herein be deemed to be an
independent contractor and shall, except as otherwise expressly provided or
authorized, have no authority to act for or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
Notwithstanding the foregoing, the Feeder Fund Manager shall not be
deemed to have assumed any duties hereunder with respect to, and shall not, by
the execution of this Agreement, be responsible for, the management of the
Funds' assets or the rendering of investment advice and supervision with respect
thereto or the distribution of shares of the Funds, nor shall the Feeder Fund
Manager be deemed to have assumed hereunder or have any responsibility hereunder
with respect to functions specifically assumed by any transfer agent, custodian,
or shareholder servicing agent of the Trust or the Funds. It is intended that
the assets of the Funds will be invested in portfolios (the "Portfolios") having
substantially the same investment objective, policies and restrictions as the
Funds. The Portfolios are series of The International Currency Fund, a
registered open-end investment company (the "Portfolio Trust"). It is duly
recognized that Rothschild International Asset Management Limited acts as the
investment adviser to the Portfolios under an Investment Advisory Agreement. As
part of its duties hereunder, however, the Feeder Fund Manager shall obtain from
the Portfolios and compile such information about the Portfolios as requested
from time to time by the Trust's Board of Trustees.
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2. Allocation of Charges and Expenses. The Feeder Fund Manager will pay
all costs it incurs in connection with the performance of its duties under
Section 1 of this Agreement. The Feeder Fund Manager will pay the compensation
and expenses of all if its personnel and will make available, without expense to
the Trust, the services of such of its directors, officers and employees as may
duly be elected officers or Trustees of the Trust, subject to their individual
consent to serve and to any limitations imposed by law. Notwithstanding the
foregoing, the Feeder Fund Manager shall not be obligated to pay the reasonable
out-of-pocket expenses incurred by Trustees of the Trust in connection with
attendance at meetings of the Board of Trustees. The Feeder Fund Manager will
not be required to pay any expenses of the Trust other than those specifically
allocated to the Feeder Fund Manager in this Section 2.
3. Compensation of Feeder Fund Manager. The Board of Trustees of the
Trust has currently determined that the Feeder Fund Manager shall receive no
compensation from the Trust or the Funds in respect of the services to be
rendered and the facilities to be provided by the Feeder Fund Manager under this
Agreement. If the parties determine that the Trust or Funds should in the future
compensate the Feeder Fund Manager for such services and facilities, such
compensation shall be set forth in a new agreement or in an amendment to this
Agreement to be entered into by the parties hereto.
4. Other Interests. It is understood that the Trustees and officers of
the Trust and shareholders of the Funds are or may be or become interested in
the Feeder Fund Manager are or may be or become interested in the Feeder Fund
Manager as directors, officers employees, shareholders or otherwise and that
directors, officers, employees and shareholders of the Feeder Fund Manager are
or may be or become similarly interested in the Fund, and that the Feeder Fund
Manager may be or become interested in the Funds, and that the Feeder Fund
Manager may be or become interested in the Funds as shareholder or otherwise. It
is also understood that directors, officers, employees and shareholders of the
Feeder Fund Manager may be or become interested (as directors, trustees,
officers, employees, stockholders or otherwise) in other companies or entities
(including, without limitation, other investment companies) which the Feeder
Fund Manager may organize, sponsor or acquire, or with which it may merge or
consolidate, and which may include the words "Rothschild" or "Five Arrows" or
any combination or derivation thereof as part of their name, and that the Feeder
Fund Manager or its affiliates may enter into advisory or management or
administration agreements or other contracts or relationships with such other
companies or entities.
5. Feeder Fund Manager's Services Not Exclusive. The services of the
Feeder Fund Manager to the Trust and the Fund are not to be deemed to be
exclusive, the Feeder Fund Manager being free to render services to others and
engage in other business activities.
6. Sub-Feeder Fund Managers. The Feeder Fund Manager may employ one or
more sub-Feeder Fund Managers from time to time to perform such of the acts and
services of the Feeder Fund Manager and upon such terms and conditions as may be
agreed upon between the Feeder Fund Manager and such sub-Feeder Fund Managers
and approved by the Board of
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Trustees of the Trust.
7. Duration and Termination of this Agreement. This Agreement shall
become effective on the date hereof. Unless terminated as herein provided, this
Agreement shall remain in full force and effect for two years from the date
hereof and shall continue in full force and effect for successive periods of one
year thereafter, but only so long as each such continuance is approved annually
(i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of
the Trustees of the Trust who are not interest persons of the Feeder Fund
Manager or the Trust.
Either party hereto may, at any time, on sixty (60) days' prior written
notice to the other, terminated this Agreement without the payment of any
penalty, by action of Board of Trustees of the Trust or an authorized officer of
the Feeder Fund Manager, as the case may be. This Agreement shall terminate
automatically in the event of its assignment.
8. Amendment of the Agreement. This agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved by the (i) vote of a majority of
this Trustees of the Trust who are no interested persons of the Feeder Fund
Manager of the Trust, and (ii) vote of a majority of the entire Board of
Trustees of the Trust.
9. Limitation of Liability of the Trust and Feeder Fund Manager. The
Feeder Fund Manager shall not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting form willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by the Feeder Fund Manager of its obligations and duties
under this Agreement. Any person, even though also employed by the Feeder Fund
Manager, who may be or become an employee of and paid by the Feeder Fund
Manager, who may be or become an employee of and paid by the Trust shall be
deemed, when acting within the scope of his or her employment by the Trust, to
be acting in such employment solely for the Trust and not as its employee or
agent. It is understood and expressly stipulated that none of the Trustees,
officers, agents or shareholders of the Trust shall be personally liable
hereunder. None of the trustees, officers agents or shareholders of the Trust
assume any personal liability for obligations entered into on behalf of the
Trust. All persons dealing with the Trust must look solely to the property of
the Trust for the enforcement of any claims against the Trust. The Funds shall
not be liable for any claims against any other series of the Trust.
With respect to any obligation of the Trust on behalf of any Fund
arising hereunder, the Feeder Fund Manager shall look for payment or
satisfaction of such obligations solely to the assets and property of the Fund
to which such obligation relates as though the Trust had separately contracted
with the Feeder Fund Manager by separate written instrument with respect to each
Fund. In addition, this Agreement may be terminated with respect to one or more
Funds without affecting the rights, duties or obligations of any of the other
Funds.
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10. Name of the Trust. So long as this Agreement remains in effect, the
Feeder Fund Manager grants to the Trust and each of the Funds a non-exclusive,
non-transferable, non-assignable licence to use the name or xxxx "Five Arrows"
as part of their respective names or any other corporate names to which the
Feeder Fund Manager has given its prior written consent (at its absolute
discretion). During this period the Trust and each of the Funds will maintain
the high standards of professionalism that are associated with the N.M.
Rothschild organization. The Trust and the Funds shall not sublicense the "Five
Arrows," name or use or authorize any use of such name except in connection with
the distribution of shares of the Funds. Upon any termination of this Agreement
this license and all right of the Trust and the Funds to use the name and xxxx
"Five Arrows" shall terminate, whereupon the of the Trust and the Funds will
change their respective names to a name which neither makes use of such names or
marks nor names or marks that in the opinion of the Feeder Fund Manager are
confusingly similar thereto.
11. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order.
12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of England.
[Remainder of Page Intentionally Left Blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year above written.
FIVE ARROWS SHORT-TERM INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxxxx
_____________________________________
Its: Senior Vice President
____________________________________
ROTHSCHILD INTERNATIONAL ASSET
MANAGEMENT LIMITED
By: /s/ Xxxxx Xxxxxxxxx
_____________________________________
Its: Chairman
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