Exhibit h(2)
TT International Investment Management
Xxxxxx Xxxxx
0 Xxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
[________ __], 0000
XX Xxxxxxxxxxxxx X.X.X. Feeder Trust
c/o Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Expense Limitation Agreement
Ladies and Gentlemen:
TT International Investment Management currently provides management
services to TT Active International Mutual Fund (formerly known as "TT EAFE
Mutual Fund") (the "Fund"), a series of TT International U.S.A. Feeder Trust
(the "Trust"), a Massachusetts business trust. By letter agreement dated January
1, 2002 (the "Original Agreement"), we agreed with the Trust to waive or
reimburse management fees or certain other expenses of the Fund. We hereby amend
and restate the Original Agreement and hereby agree with the Trust that we will
waive management fees or other amounts payable to us by the Fund or will
reimburse the Fund for expenses payable by the Fund to the extent necessary so
that the aggregate expenses of each class of the Fund (excluding brokerage fees
and commissions, interest, taxes and other extraordinary expenses), net of
waivers and reimbursements, would not exceed on a per annum basis the following
percentages of each class' average daily net assets:
Institutional Class .......................... 1.00%
Class 1 ...................................... 1.25%
Class 2 ...................................... 1.75%
Class 3 ...................................... 2.00%
The agreement in this letter shall take effect on the date hereof, and
shall remain in effect until April 30, 2003.
Please sign below to confirm your agreement with the terms of this
letter.
Sincerely,
TT International Investment Management
By:
---------------------------------
Title: Partner
Agreed:
TT International U.S.A. Feeder Trust
on behalf of TT Active International Mutual Fund
By:
-----------------------------
Title: Secretary
TT International Investment Management
Xxxxxx Xxxxx
0 Xxxxxx Xxxx
Xxxxxx, Xxxxxxx XX0X 0XX
[________ __], 0000
XX Xxxxxxxxxxxxx X.X.X. Feeder Trust
c/o Investors Bank & Trust Company
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: Expense Limitation Agreement
Ladies and Gentlemen:
TT International Investment Management currently provides management
services to TT Europe Mutual Fund (the "Fund"), a series of TT International
U.S.A. Feeder Trust (the "Trust"), a Massachusetts business trust. By letter
agreement dated January 1, 2002, as amended and restated on April 26, 2002 (the
"Original Agreement"), we agreed with the Trust to waive or reimburse management
fees or certain other expenses of the Fund. We hereby amend and restate the
Original Agreement and hereby agree with the Trust that we will waive management
fees or other amounts payable to us by the Fund or will reimburse the Fund for
expenses payable by the Fund to the extent necessary so that the aggregate
expenses of each class of the Fund (excluding brokerage fees and commissions,
interest, taxes and other extraordinary expenses), net of waivers and
reimbursements, would not exceed on a per annum basis the following percentages
of each class' average daily net assets:
Institutional Class .......................... 1.00%
Class 1 ...................................... 1.25%
Class 2 ...................................... 1.75%
Class 3 ...................................... 2.00%
The agreement in this letter shall take effect on the date hereof, and
absent an earlier modification approved by the Board of Trustees of the Trust,
shall remain in effect until December 31, 2011.
Please sign below to confirm your agreement with the terms of this
letter.
Sincerely,
TT International Investment Management
By:
----------------------------------
Title: Partner
Agreed:
TT International U.S.A. Feeder Trust
on behalf of TT Europe Mutual Fund
By:
-----------------------------
Title: Secretary