exhibit e
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of this 30th day of June, 2003 among TT
International U.S.A. Master Trust, TT International U.S.A. Feeder Trust, each a
Massachusetts trust (each, a "Trust" and, together the "Trusts"), and SEI
Investments Distribution Co. (the "Distributor"), a Pennsylvania corporation.
WHEREAS, each Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trusts and Distributor hereby agree as follows:
ARTICLE 1. Sale of Shares. The Trusts grant to the Distributor the
right to sell units (the "Shares") of the portfolios (the "Portfolios") of the
Trusts at the net asset value per Share, plus any applicable sales charges in
accordance with the current prospectus, as agent and on behalf of the Trusts,
during the term of this Agreement and subject to the registration requirements
of the 1933 Act, the rules and regulations of the SEC and the laws governing the
sale of securities in the various states ("Blue Sky Laws").
ARTICLE 2. Solicitation of Sales. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable efforts
in connection with the distribution of Shares of the Trusts; provided, however,
that the Distributor shall not be prevented from entering into like arrangements
with other issuers. The provisions of this paragraph do not obligate the
Distributor to register as a broker or dealer under the Blue Sky Laws of any
jurisdiction when it determines it would be uneconomical for it to do so or to
maintain its registration in any jurisdiction in which it is now registered or
obligate the Distributor to sell any particular number of Shares.
ARTICLE 3. Authorized Representations. The Distributor is not
authorized by the Trusts to give any information or to make any representations
other than those contained in the current registration statements and
prospectuses of the Trusts filed with the SEC or contained in Shareholder
reports or other material that may be prepared by or on behalf of the Trusts for
the Distributor's use. The Distributor may prepare and distribute sales
literature and other material as it may deem appropriate, provided that such
literature and materials have been prepared in accordance with applicable rules
and regulations.
ARTICLE 4. Registration of Shares. The Trusts agree that they will take
all action necessary to register Shares under the federal and state securities
laws so that there will be available for sale the number of Shares the
Distributor may reasonably be expected to sell and to pay all fees associated
with said registration. The Trusts s shall make available to the Distributor
such number of copies of their currently effective prospectus and statement of
additional information as the Distributor may reasonably request. The Trusts
shall furnish to the Distributor copies of all information, financial statements
and other papers which the Distributor may reasonably request for use in
connection with the distribution of Shares of the Trusts.
ARTICLE 5. Compensation. As compensation for providing the services
under this Agreement:
(a) The Distributor shall receive from the Trusts:
(1) all distribution and service fees, as applicable, at the
rate and under the terms and conditions set forth in each
distribution and/or shareholder services plan applicable to
the appropriate class of shares of each Portfolio, as such
plans may be amended from time to time, and subject to any
further limitations on such fees as the Board of Trustees of
the Trusts may impose;
(2) all front-end sales charges, if any, on purchases of
Shares of each Portfolio sold subject to such charges as
described in the Trusts' Registration Statements and current
prospectuses, as amended from time to time. The Distributor,
or brokers, dealers and other financial institutions and
intermediaries that have entered into sub-distribution
agreements with the Distributor, may collect the gross
proceeds derived from the sale of such Shares, remit the net
asset value thereof to the Trusts upon receipt of the proceeds
and retain the applicable sales charge; and
(3) all contingent deferred sales charges ("CDSCs") applied on
redemptions of Shares subject to such charges on the terms and
subject to such waivers as are described in the Trusts'
Registration Statements and current prospectuses, as amended
from time to time, or as otherwise required pursuant to
applicable law.
(b) The Distributor may reallow any or all of the distribution or
service fees, front-end sales charges and contingent deferred sales
charges which it is paid by the Trusts' to such brokers, dealers and
other financial institutions and intermediaries as the Distributor may
from time to time determine.
ARTICLE 6. Indemnification of Distributor. The Trusts agree to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees and disbursements incurred in connection therewith), arising by reason of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Trusts (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading. However, the
Trusts do not agree to indemnify the Distributor or hold it harmless to the
extent that the statements or omission was made in reliance upon, and in
conformity with, information furnished to the Trusts by or on behalf of the
Distributor.
In no case (i) is the indemnity of the Trusts to be deemed to protect
the Distributor against any liability to the Trusts or their Shareholders to
which the Distributor or such person otherwise would be subject by reason of
willful misfeasance, 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, or (ii) are the Trusts to be liable to the Distributor
under the indemnity agreement contained in this paragraph with respect to any
claim made against the Distributor or any person indemnified unless the
Distributor or other person shall have notified the Trusts in writing of the
claim within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon the Distributor or such other person (or after the Distributor or
the person shall have received notice of service on any designated agent).
However, failure to notify the Trusts of any claim shall not relieve the Trusts
from any liability which it may have to the Distributor or any person against
whom such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph.
The Trusts shall be entitled to participate at their own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claims subject to this indemnity provision. If the Trusts elect to
assume the defense of any such claim, the defense shall be conducted by counsel
chosen by the Trusts and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trusts
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trusts does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.
The Trusts agree to notify the Distributor promptly of the commencement
of any litigation or proceedings against it or any of its officers or Trustees
in connection with the issuance or sale of any of its Shares.
ARTICLE 7. Indemnification of Trusts. The Distributor covenants and
agrees that it will indemnify and hold harmless the Trusts and each of their
Trustees and officers and each person, if any, who controls the Trusts within
the meaning of Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith) based upon the 1933 Act or any other
statute or common law and arising by reason of any person acquiring any Shares,
and alleging a wrongful act of the Distributor or any of its employees or
alleging that the registration statement, prospectus, Shareholder reports or
other information filed or made public by the Trusts (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not misleading, insofar as the statement or omission was made in reliance upon
and in conformity with information furnished to the Trusts by or on behalf of
the Distributor.
In no case (i) is the indemnity of the Distributor in favor of the
Trusts or any other person indemnified to be deemed to protect the Trusts or any
other person against any liability to which the Trusts or such other person
would otherwise be subject by reason of willful misfeasance, 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, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trusts or any person
indemnified unless the Trusts or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trusts or upon any person (or after
the Trusts or such person shall have received notice of service on any
designated agent). However, failure to notify the Distributor of any claim shall
not relieve the Distributor from any liability which it may have to the Trusts
or any person against whom the action is brought otherwise than on account of
its indemnity agreement contained in this paragraph.
The Distributor shall be entitled to participate, at its own expense,
in the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.
The Distributor agrees to notify the Trusts promptly of the
commencement of any litigation or proceedings against it or any of its officers
in connection with the issue and sale of any of the Trusts' Shares.
ARTICLE 8. Consequential Damages. In no event and under no
circumstances shall any party to this Agreement be liable to anyone, including,
without limitation, the other parties, for consequential damages for any act or
failure to act under any provision of this Agreement.
ARTICLE 9. Effective Date. This Agreement shall be effective as of
October 2, 2003, and, unless terminated as provided, shall continue in force for
two year(s) from the effective date and thereafter from year to year, provided
that such annual continuance is approved by (i) either the vote of a majority of
the Trustees of the Trusts, or the vote of a majority of the outstanding voting
securities of the Trusts, and (ii) the vote of a majority of those Trustees of
the Trusts who are not parties to this Agreement or the Trusts' distribution
plan or interested persons of any such party ("Qualified Trustees"), cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As used
in this paragraph the terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested person" shall have the respective
meanings specified in the 1940 Act. In addition, this Agreement may at any time
be terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trusts upon not less than sixty days prior written notice to the other
party.
ARTICLE 10. Notices. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trusts, at [address], and if to the Distributor, Xxx Xxxxxxx
Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000.
ARTICLE 11. Limitation of Liability. A copy of the Certificates of
Trust of the Trusts are on file with the Secretary of State of the State of
Massachusetts , and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trusts as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Trusts individually but binding only upon the
assets and property of the Trusts.
ARTICLE 12. Entire Agreement; Amendments. This Agreement constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement, draft or agreement or proposal with respect to the subject matter
hereof. This Agreement or any part hereof may be changed or waived only by an
instrument in writing signed by the party against which enforcement of such
change or waiver is sought.
ARTICLE 13. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the State of
Delaware, or any of the provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control.
ARTICLE 14. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
ARTICLE 15. Severability. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
IN WITNESS WHEREOF, the Trusts and Distributor have each duly executed
this Agreement, as of the day and year above written.
TT International U.S.A. Master Trust
By: /s/ X. X. Xxxxxxx
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Name: S. Xxxxxx Xxxxxxx
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Title: Secretary
TT International U.S.A. Feeder Trust
By: /s/ X. X. Xxxxxxx
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Name: S. Xxxxxx Xxxxxxx
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Title: Secretary
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SEI INVESTMENTS DISTRIBUTION CO.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Vice President
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