Exhibit d
FORM OF MANAGEMENT AGREEMENT
TT INTERNATIONAL U.S.A. MASTER TRUST
TT Europe Portfolio
MANAGEMENT AGREEMENT, dated as of ________ __, ______, by and between TT
International U.S.A. Master 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
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, the "1940 Act"), and
WHEREAS, the Trust wishes to engage the Manager to provide certain
investment advisory and administrative services for the series of the Trust
designated as TT Europe Portfolio (the "Portfolio"), and the Manager is willing
to provide such investment advisory and administrative services for the
Portfolio on the terms and conditions hereinafter set forth.
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 Portfolio 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 Portfolio
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 Portfolio. 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 Portfolio'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 Portfolio 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in such notice or until similarly notified that such determination has been
revoked.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 Portfolio, 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 Portfolio'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
Portfolio as to deliveries of securities and payments of cash for the account
of the Portfolio. In making purchases or sales of securities or other property
for the account of the Portfolio, 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 Portfolio'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 by the Trust on behalf
of the Portfolio 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
Portfolio and to establish the commissions or discounts to be paid for such
transactions. The Trust, on behalf of the Portfolio, 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 Portfolio, 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
Portfolio 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 Portfolio may
not be effected at the lowest available commission rates.
Transactions effected by the Manager on behalf of the Portfolio 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 Portfolio,
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
Portfolio 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 Portfolio's account.
(c) The Trust, on behalf of the Portfolio, acknowledges that it is the
Manager's policy to exclude institutional accounts, such as the Portfolio'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 Portfolio and that even larger
initial public offerings may not be suitable for the Portfolio. The Trust, on
behalf of the Portfolio, 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 Portfolio 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 Portfolio.
(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
Portfolio. Notwithstanding that the Manager has entered into these transactions
as agent, the Trust, on behalf of the Portfolio, 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 Portfolio, acknowledges that the Manager
will deal with the Trust and the Portfolio as Non-Private Customers, pursuant
to the IMRO rules, and agrees that the management services to be provided
hereunder will be provided on such basis. The Trust, on behalf of the
Portfolio, further acknowledges and agrees that the Manager does not intend, as
permitted by Chapter TWO Rule 1.7 of the IMRO rules, to make the disclosures
referred to therein, unless otherwise required under the U.S. securities laws
or regulations.
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
Portfolio all of its own expenses allocable to the Portfolio including, without
limitation, organization costs of the Portfolio; compensation of Trustees who
are not "affiliated persons" of the Manager; 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, registrar or dividend disbursing
agent of the Trust; expenses of issuing and redeeming beneficial interests and
servicing investor accounts; expenses of preparing, typesetting, printing and
mailing investor reports, notices, proxy statements and reports to governmental
officers and commissions and to investors in the Portfolio; 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 Portfolio, including safekeeping of funds, securities, options,
and futures and maintaining required books and accounts; expenses of
calculating the net asset value of the Portfolio (including but not limited to
the fees of independent pricing services); expenses of meetings of the
Portfolio's investors; expenses relating to the issuance of beneficial
interests in the Portfolio; 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 Portfolio 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 Portfolio a management fee computed daily and
paid monthly at an annual rate equal to 0.50% of the Portfolio's average daily
net assets for the Portfolio's then-current fiscal year. 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, if any, as principals in making purchases or sales of
securities, options, futures, or other property for the account of the
Portfolio, except as permitted by the 1940 Act, will not take a long or short
position in beneficial interests of the Portfolio 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 Portfolio
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 Portfolio, 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 Portfolio
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 an investor 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
Portfolio.
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 Portfolio, 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 Portfolio
(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 Portfolio; 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 Portfolio; 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 holders of
beneficial interests in 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."
10. Additional Acknowledgements. The Trust hereby acknowledges receipt of
the Statement of Protection as required by United Kingdom regulations. The
Trust further acknowledges (i) 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, (ii) that it
has been made aware that the Investment Ombudsman's jurisdiction is limited to
(pound)100,000 unless enlarged by the consent of the parties involved in the
dispute at issue, and (iii) that this Management Agreement does not constitute
such consent, which must be separately obtained.
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
MASTER TRUST INVESTMENT MANAGEMENT
By:________________________ By:________________________
Title:_____________________ Title:_____________________
