EXPENSE LIMITATION AGREEMENT
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TFS CAPITAL LLC
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
June __, 2004
TFS CAPITAL INVESTMENT TRUST
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxx 00000
Dear Sirs:
TFS Capital LLC confirms our agreement with you as follows:
1. You are an open-end, diversified management investment company
registered under the Investment Company Act of 1940 (the "Act") and are
authorized to issue shares of separate series (funds), with each fund having its
own investment objective, policies and restrictions. You propose to engage in
the business of investing and reinvesting the assets of each of your funds in
accordance with applicable limitations. Pursuant to an Investment Advisory
Agreement dated as of June __, 2004 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of such assets of your TFS
Market Neutral Fund (the "Fund").
2. We hereby agree that, notwithstanding any provision to the contrary contained
in the Advisory Agreement, we shall limit as provided herein the aggregate
ordinary operating expenses incurred by the Fund, including but not limited to
the fees ("Advisory Fees") payable to us under the Advisory Agreement (the
"Limitation"). Under the Limitation, we agree that, through the life of the Fund
(subject to Section 4), such expenses shall not exceed a percentage (the
"Percentage Expense Limitation") of the average daily net assets of the Fund
equal to 2.50% on an annualized basis. Operating expenses includes all Fund
expenses except brokerage, taxes, borrowing costs such as interest and dividend
expenses on securities sold, fees and expenses of the independent trustees,
extraordinary expenses and distribution and/or service related expenses incurred
pursuant to Rule 12b-1 under the Investment Company Act of 1940. To determine
our liability for the Fund's expenses in excess of the Percentage Expense
Limitation, the amount of allowable fiscal-year-to-date expenses shall be
computed daily by prorating the Percentage Expense Limitation based on the
number of days elapsed within the fiscal year of the Fund, or limitation period,
if shorter (the "Prorated Limitation"). The Prorated Limitation shall be
compared to the expenses of the Fund recorded through the current day in order
to produce the allowable expenses to be recorded for the current day (the
"Allowable Expenses"). If Advisory Fees and other expenses of the Fund for the
current day exceed the Allowable Expenses, Advisory Fees for the current day
shall be reduced by such excess ("Unaccrued Fees"). In the event such excess
exceeds the amount due as Advisory Fees, we shall be responsible to the Fund to
pay or absorb the additional excess ("Other Expenses Exceeding Limit"). If there
are cumulative Unaccrued Fees or cumulative Other Expenses Exceeding Limit,
these amounts shall be paid to us by you subject to the following conditions:
(1) no such payment shall be made to us with respect to Unaccrued Fees or Other
Expenses Exceeding Limit that arose more than three years prior to the proposed
date of payment, and (2) such payment shall be made only to the extent that it
does not cause the Fund's aggregate expenses, on an annualized basis, to exceed
the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing us from
voluntarily limiting, waiving or reimbursing your expenses outside the contours
of this Agreement during any time period.
4. This Agreement shall become effective on the date hereof and supercedes
any expense limitation agreement previously entered into with respect to the
Fund. This Agreement may be terminated by either party hereto upon not less than
60 days' prior written notice to the other party, provided, however, that (1) we
may not terminate this Agreement without the approval of your Board of Trustees,
and (2) this Agreement will terminate automatically if, as and when we cease to
serve as investment adviser of the Fund. Upon the termination or expiration
hereof, we shall have no claim against you for any amounts not reimbursed to us
pursuant to the provisions of paragraph 2.
5. This Agreement shall be construed in accordance with the laws of the
State of Virginia, provided, however, that nothing herein shall be construed as
being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
TFS CAPITAL LLC
By:
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Agreed to and accepted as of the date first set forth above.
TFS CAPITAL INVESTMENT TRUST
By:
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