BBH Trust Sample Contracts

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INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BBH TRUST
Agreement • March 19th, 2007 • BBH Trust • New York
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of BBH TRUST a Delaware Statutory Trust
Agreement and Declaration • August 24th, 2016 • BBH Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST amended and restated as of this __th day of June, 2016, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided.

DISTRIBUTION AGREEMENT
Distribution Agreement • February 28th, 2012 • BBH Trust • Colorado

Distribution Agreement (the "Agreement") made this 1st day of November 2011, by and between BBH Trust, a Delaware statutory trust (the "Trust") and ALPS Distributors, Inc., a Colorado corporation (the "Distributor').

DISTRIBUTION AGREEMENT
Distribution Agreement • February 26th, 2010 • BBH Trust • Colorado

THIS AGREEMENT is made as of February 1, 2010, between BBH Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

DISTRIBUTION AGREEMENT
Distribution Agreement • June 25th, 2018 • BBH Trust • Colorado

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between BBH Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 18th, 2023 • BBH Trust

THIS SUB-ADVISORY AGREEMENT, is made as of August 16, 2023, between BROWN BROTHERS HARRIMAN & CO., a New York limited partnership, through a separately identifiable department, known as the Brown Brothers Harriman Mutual Fund Advisory Department, (“BBH&Co.”, the “Adviser”, or the “SID”) and Trinity Street Asset Management LLP (“Sub-Adviser”) with respect to the BBH Partner Fund – International Equity, a series of the BBH Trust (the “Agreement”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • October 29th, 2013 • BBH Trust • New York

THIS SUB-ADVISORY AGREEMENT, is made as of February 1, 2009, between BROWN BROTHERS HARRIMAN & CO., a New York limited partnership (“BBH&Co.”) and Walter Scott & Partners Limited (“Sub-Adviser”). This Agreement was initially effective with respect to each Fund on the date set forth on Exhibit A (collectively ” BBH Trust”, the “Funds” or each separately, the “Fund”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • March 28th, 2013 • BBH Trust

EXPENSE LIMITATION AGREEMENT, effective as of July 14, 2010, by and between a separately identifiable department (the “SID”) registered with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, as amended, of Brown Brothers Harriman & Co. (the “Adviser”) and BBH Trust (the “Trust”) (the “Agreement”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

AMENDMENT No. 2 to SUBADVISORY AGREEMENT
Subadvisory Agreement • December 30th, 2022 • BBH Trust

This Amendment No. 2 (this “Amendment”) to the Subadvisory Agreement, dated as of December 19, 2016 (the “Agreement”), between Brown Brothers Harriman & Co. through its Separately Identifiable Department known as the “BBH Mutual Fund Advisory Department” (hereafter the “Adviser”) and Select Equity Group, L.P. (the “Sub-Adviser”) with respect to the BBH Partner Fund - International Equity (the “Fund”), a series of the BBH Trust, is made and entered into between the Adviser and the Sub-Adviser as of November 18, 2022. Except as set forth in this Amendment, capitalized terms will have the definitions assigned to them in the Agreement.

Amendment No. 5 to the Distribution Agreement
Distribution Agreement • October 28th, 2016 • BBH Trust

This Amendment No. 5, dated as of April 1, 2016, to the Distribution Agreement (this “Amendment”), by and between BBH Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of BBH TRUST a Delaware Statutory Trust
Agreement and Declaration • August 29th, 2007 • BBH Trust • Delaware

AGREEMENT AND DECLARATION OF TRUST amended and restated as of this 8th day of December, 2006, by the Trustees hereunder, and by the holders of shares of beneficial interest to be issued hereunder as hereinafter provided. This Agreement and Declaration of Trust shall be effective upon the filing of the Certificate of Trust in the office of the Secretary of State of the State of Delaware.

SCHEDULE A MAXIMUM ANNUAL OPERATING EXPENSE LIMITS (as amended December 2, 2015)
Maximum Annual Operating • February 29th, 2016 • BBH Trust
Amendment No. 4 to the Distribution Agreement
Distribution Agreement • October 28th, 2015 • BBH Trust

This Amendment No. 4, dated as of May 28, 2015, to the Distribution Agreement (this “Agreement”), by and between BBH Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203 (the “Distributor”).

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AMENDED AND RESTATED SHAREHOLDER SERVICING AGREEMENT
Shareholder Servicing Agreement • February 28th, 2019 • BBH Trust • New York

This Amended and Restated Shareholder Servicing Agreement (the “Agreement”), made this 10th day of December, 2018, between BBH TRUST, a Delaware statutory trust (the “Investment Company”) having its principal place of business at 140 Broadway, New York, NY 10005, and BROWN BROTHERS HARRIMAN & CO. , a New York limited partnership, having its principal place of business at 140 Broadway, New York, New York 10005, as the shareholder servicing agent hereunder (the “Agent”);

AMENDMENT 5
BBH Trust • June 28th, 2021

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

Amendment No. 1 to the Distribution Agreement
Distribution Agreement • October 29th, 2018 • BBH Trust

This Amendment Number 1 to the Distribution Agreement (this “Amendment”) by and between BBH Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation, (“ALPS”) is dated as of June 27, 2018 (the “Effective Date”).

SCHEDULE A MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
BBH Trust • April 1st, 2014
SCHEDULE A MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
BBH Trust • June 25th, 2018
FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • October 27th, 2011 • BBH Trust • Colorado

Distribution Agreement (the “Agreement”) made this 31st day of October, 2011, by and between BBH Trust, a Delaware statutory trust (the “Trust”) and ALPS Distributors, Inc., a Colorado corporation (the “Distributor”).

SCHEDULE A MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
BBH Trust • October 28th, 2014
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BBH TRUST
Investment Advisory and Administrative Services Agreement • August 29th, 2007 • BBH Trust • New York

THIS AGREEMENT, entered into on February 1, 2007, between BBH TRUST, a Delaware statutory trust (the “Trust”) (the “Investment Company”), on behalf of each of its series from time to time listed on Exhibit A hereto (each a “Fund”), severally and not jointly, and BROWN BROTHERS HARRIMAN & CO., a New York limited partnership (“BBH&Co.”).

AMENDED AND RESTATED INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT BBH TRUST
Investment Advisory and Administrative Services Agreement • June 25th, 2018 • BBH Trust • New York

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”), which amends and restates the Investment Advisory and Administrative Services Agreement, entered into on February 1, 2007, as amended by Amendment No. 1, dated February 22, 2017, is entered into on June 14, 2018 between BBH Trust, a Delaware statutory trust (the “Trust” or the “Investment Company”), on behalf of each of its series from time to time listed on Exhibit A hereto (each a “Fund”), severally and not jointly, and Brown Brothers Harriman & Co., through its separately identifiable department, Brown Brothers Harriman Mutual Fund Advisory Department (the “Investment Adviser” or the “SID”). As of the date hereof, any reference to the Agreement shall refer to the Agreement as amended and restated hereby.

SCHEDULE A MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
BBH Trust • September 9th, 2019
AMENDMENT 3
3 • February 28th, 2020 • BBH Trust
  • Contract Type
  • Filed
    February 28th, 2020
  • Company

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

Amendment No. 9 to Transfer Agency and Services Agreement
Agency and Services Agreement • April 14th, 2021 • BBH Trust

This ninth amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of March 11, 2021 (the “Effective Date”):

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