Exhibit h(3)
TT International Investment Management
Martin House
5 Martin Lane
London, England EC4R ODP
________ __, 20__
TT International U.S.A. Feeder Trust
c/o Investors Bank & Trust Company
200 Clarendon Street
Boston, Massachusetts 02116
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. We 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 Fund's aggregate expenses
(excluding brokerage fees and commissions, interest, taxes and other
extraordinary expenses), net of waivers and reimbursements, would not exceed on
a per annum basis 1.55% of the Fund's average daily net assets.
The agreement in this letter shall take effect on the date hereof, and
shall remain in effect until December 31, 2001.
Please sign below to confirm your agreement with the terms of this letter.
Sincerely,
TT International Investment Management
By:___________________________________
Title:
Agreed:
TT International U.S.A. Feeder Trust
on behalf of TT Europe Mutual Fund
By:_________________________________
Title:
