Exhibit d(2)
MANAGEMENT AGREEMENT
TT INTERNATIONAL U.S.A. MASTER TRUST
TT Europe Portfolio
MANAGEMENT AGREEMENT, dated as of February 6, 2001, 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in such notice or until similarly notified that such determination has been
revoked.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: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxx
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Title: President Title: Managing Partner
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