INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made as of the ____ day of _________, 2008 by and between TFS
Capital LLC (the "Investment Adviser"), a Virginia Limited Liability Company,
and TFS Capital Investment Trust (the "Trust"), an Ohio business trust.
WHEREAS, the Trust is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "Act"), and
is currently authorized to issue separate series of shares, each having its own
investment objective, policies and restrictions, all as more fully described in
the prospectus and the statement of additional information constituting parts of
the Trust's Registration Statement on Form N-1A filed the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, and the Act (the "Registration Statement"); and
WHEREAS, the Trust is engaged in the business of investing and reinvesting the
assets of each of its series in securities ("the portfolio assets") of the type
and in accordance with the limitations specified in the Trust's Agreement and
Declaration of Trust (the "Declaration") and Registration Statement, and any
representations made in its prospectus and statement of additional information,
all in such manner and to such extent as may from time to time be authorized by
the Trustees; and
WHEREAS, the Trust established TFS 130/30 Fund (the "Fund") as a series of the
Trust, and wishes to employ the Investment Adviser to manage the investment and
reinvestment of the Fund's portfolio assets as above specified and, without
limiting the generality of the foregoing, to provide management and other
services specified below and acknowledges that it has received prior to entering
into this Agreement a copy of Form ADV-Part II as filed by the Investment
Adviser with the Commission.
NOW, THEREFORE, the parties agree as follows:
1. The Trust hereby appoints the Investment Adviser to supervise and
direct the investments of and for the Fund and as the Fund's agent
and attorney-in-fact with full discretionary and exclusive power and
authority to establish, maintain and trade in brokerage accounts for
and in the name of the Fund and to buy, sell and trade in all
stocks, bonds and other assets of the Fund. The Investment Adviser
hereby accepts such appointment and agrees to manage the portfolio
assets in a manner consistent with the investment objective,
policies and restrictions of the Fund and with applicable law.
2. Unless advised by the Trustees of the Trust of an objection, the
Investment Adviser may, to the extent permitted by applicable laws
and regulations, direct that a portion of the brokerage commissions
that may be generated by the Fund be applied to payment for
brokerage and research services. Brokerage and research services
furnished by brokers may include, but are not limited to, written
information and analyses concerning specific securities,
companies or sectors; market, financial and economic studies and
forecasts as well as discussions with research personnel; financial
publications; and statistic and pricing services utilized in the
investment management process. Brokerage and research services
obtained by the use of commissions arising from the Fund's portfolio
transactions may be used by the Investment Adviser in its other
investment activities. In selecting brokers and negotiating
commission rates, the Investment Adviser will take into account the
financial stability and reputation of brokerage firms and the
brokerage, execution and research services provided by such brokers.
The benefits which the Fund may receive from such services may not
be in direct proportion to the commissions generated by the Fund.
The Trust acknowledges that since commission rates are generally
negotiable, selecting brokers on the basis of considerations which
are not limited to applicable commission rates may result in higher
transaction costs that would otherwise by obtainable.
3. The Investment Adviser may bunch orders for the Fund with orders for
the same security for other accounts managed by the Investment
Adviser or its affiliates. In such instances, the Fund will be
charged the average price per unit for the security in such
transactions. Complete records of such transactions will be
maintained by the Investment Adviser and will be made available to
the Trust upon request.
4. The Investment Adviser shall report to the Board of Trustees at each
meeting thereof all changes in the portfolio assets since the prior
report, and will also keep the Trustees in touch with important
developments affecting the portfolio assets and on the Investment
Adviser's own initiative will furnish the Trustees from time to time
with such information as the Investment Adviser may believe
appropriate for this purpose, whether concerning the individual
issuers whose securities are included in the portfolio assets, the
industries in which they engage, or the conditions prevailing in the
economy generally. The Investment Adviser will also furnish the
Trustees with such statistical and analytical information with
respect to the portfolio assets as the Investment Adviser may
believe appropriate or as the Trustees reasonably may request. In
making purchases and sales of the portfolio assets, the Investment
Adviser will bear in mind the policies set from time to time by the
Board of Trustees as well as the limitations imposed by the Trust's
Agreement and Declaration of Trust, and in the Trust's Registration
Statement, in each case as amended from time to time, the
limitations in the Act and of the Internal Revenue Code of 1986, as
amended, in respect of regulated investment companies and the
investment objective, policies and practices, including restrictions
applicable to the Fund's portfolio.
5. The Investment Adviser shall not be liable for any mistake of
judgment or in any event whatsoever, except for lack of good faith,
provided that nothing herein shall be deemed to protect, or purport
to protect, the Investment Adviser against any liability to the Fund
or to its security holders to which the
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Investment Adviser would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its
duties hereunder, or by reason of the Investment Adviser's reckless
disregard of its obligations and duties hereunder. It is understood
that the Investment Adviser performs various investment advisory and
managerial services for others, and the Trust agrees that the
Investment Adviser may give advice and take action in the
performance of its duties with respect to others which may differ
from advice given or action taken with respect to the Fund. Nothing
contained herein shall in any way constitute a waiver or limitation
of any rights which the Fund or its shareholders may have under
common law, or any federal or state securities laws.
6. This Agreement shall become effective on the date hereof and shall
remain in effect until ______, 2010, and shall continue in effect
from year to year thereafter so long as its continuance is
specifically approved at least annually by the Board of Trustees or
by a vote of a majority of the outstanding voting securities (as
defined in the Act) of the Fund, and, in either case, by a vote,
cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Trust's Trustees who are not parties
to this Agreement or interested persons, as defined in the Act, of
any party to this Agreement, and provided further, however, that if
the continuation of this Agreement is not approved, the Investment
Adviser may continue to render to the Fund the services described
herein in the manner and to the extent permitted by the Act and the
rules and regulations thereunder. Upon the effectiveness of this
Agreement, it shall supersede all previous agreements between the
parties covering the subject matter hereof. This Agreement may be
terminated at any time, without the payment of any penalty, by vote
of a majority of the outstanding voting securities (as defined in
the Act) of the Fund, or by a vote of the Board of Trustees on 60
days' written notice to the Investment Adviser, or by the Investment
Adviser on 60 days' written notice to the Trust.
7. This Agreement shall not be amended unless such amendment is
approved by vote, cast in person at a meeting called for the purpose
of voting on such approval, of a majority of the Trust's Trustees
who are not parties to this Agreement or interested persons, as
defined in the Act, of any party to this Agreement (other than as
Trustees of the Trust), and, if required by law, by vote of a
majority of the outstanding voting securities (as defined in the
Act) of the Fund.
8. This Agreement may not be assigned by the Investment Adviser and
shall terminate automatically in the event of any assignment by the
Investment Adviser. The term "assignment" as used in this paragraph
shall have the meaning ascribed thereto by the Act and any
regulations or interpretations of the Commission thereunder.
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9. If the Investment Adviser ceases to act as investment adviser to the
Fund, or, in any event, if the Investment Adviser so requests in
writing, the Trust agrees to take all necessary action to change the
names of the Trust and the Fund to a name not including the term
"TFS Capital." The Investment Adviser may from time to time make
available without charge to the Trust for its use of such marks or
symbols owned by the Investment Adviser, including marks or symbols
containing the term "TFS Capital" or any variation thereof, as the
Investment Adviser may consider appropriate. Any such marks or
symbols so made available will remain the Investment Adviser's
property and it shall have the right, upon notice in writing, to
require the Trust to cease the use of such xxxx or symbol at any
time.
10. The Fund shall pay the Investment Adviser an investment advisory fee
equal to 1.20% per annum of the average daily net assets of the
Fund. The investment advisory fee will be paid monthly. The
Investment Adviser's compensation for the period from the date
hereof through the last day of the month of the effective date
hereof will be prorated based on the proportion that such period
bears to the full month. In the event of any termination of this
Agreement, the Investment Adviser's compensation will be calculated
on the basis of a period ending on the last day on which this
Agreement is in effect, subject to proration based on the number of
days elapsed in the current period as a percentage of the total
number of days in such period.
11. Unless otherwise agreed to in writing by the parties, the Fund shall
be responsible and hereby assumes the obligation for payment of all
of its expenses, including: (a) payment to the Investment Adviser of
the fee provided for in the foregoing paragraph; (b) custody,
transfer and dividend disbursing expenses; (c) fees of trustees who
are not affiliated persons of the Investment Adviser or any
administrator of the Trust; (d) legal and auditing expenses; (e)
clerical, accounting and other office costs; (f) the cost of
personnel providing services to the Fund; (g) costs of printing the
Fund's prospectuses and shareholder reports for existing
shareholders; (h) cost of maintenance of the Fund's corporate
existence; (i) interest charges, taxes, brokerage fees and
commissions; (j) costs of stationery and supplies; (k) expenses and
fees related to registration and filing with the Commission and with
state regulatory authorities; and (l) such promotional, shareholder
servicing and other expenses as may be contemplated by one or more
effective plans pursuant to Rule 12b-1 under the Act or one or more
effective non-Rule 12b-1 shareholder servicing plans, in each case
provided, however, that the Fund's payment of such promotional,
shareholder servicing and other expenses shall be in the amounts,
and in accordance with the procedures, set forth in such plan or
plans.
12. Except to the extent necessary to perform the Investment Adviser's
obligations hereunder, nothing herein shall be deemed to limit or
restrict the right of the Investment Adviser or its members,
officers or employees to
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engage in any other business or to devote time and attention to the
management of other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to
any other individual or entity.
13. The validity of the Agreement and the rights and liabilities of the
parties hereunder shall be determined in accordance with the laws of
the State of Virginia without regard to its conflict of laws
provisions, provided, however, that nothing herein shall be
construed as being inconsistent with the Act.
14. A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of the State of Ohio, and notice is hereby
given that this instrument is executed on behalf of the Board of
Trustees of the Trust and not individually and that the obligations
of this instrument are not binding upon any of the Trustees,
officers or shareholders individually but are binding only upon the
assets and property of the Fund, and the Investment Adviser shall
look only to the assets of the Fund for the satisfaction of such
obligations.
15. The Investment Adviser shall promptly notify the Trust of any change
in the ownership or control of the Investment Adviser.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
TFS CAPITAL INVESTMENT TRUST
By:
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TFS CAPITAL LLC
By:
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