exhibit h(2)
TT International Investment Management
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______ __, ▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇.▇.▇. Feeder Trust
c/o Investors Bank & Trust Company
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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, as amended and restated on September 1, 2002 and April 7, 2003
(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, 2005.
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
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__________ ___, 2004
TT International U.S.A. Feeder Trust
c/o Investors Bank & Trust Company
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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, as
further amended and restated on September 1, 2002 and April 7, 2003 (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, 2014.
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