Brandes Investment Trust Sample Contracts

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AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • January 10th, 1996 • Brandes International Fund • Delaware
CUSTODY AGREEMENT
Custody Agreement • February 14th, 2018 • Brandes Investment Trust • Minnesota

THIS AGREEMENT is made and entered into as of this __ day of _____________, 2018, by and between BRANDES INVESTMENT TRUST, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 30th, 2008 • Brandes Investment Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of September, 2008, by and among BRANDES INVESTMENT TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Exhibit A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”), U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”) and BRANDES INVESTMENT PARTNERS, L.P., a Delaware limited partnership and the investment advisor to the Trust (the “Advisor”).

FORM OF
Custodian Agreement • February 7th, 1996 • Brandes International Fund • Massachusetts
FOURTH AMENDMENT AGREEMENT
Fourth Amendment Agreement • February 28th, 2003 • Brandes Investment Trust
FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • February 14th, 2018 • Brandes Investment Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of _________, 2018 by and between BRANDES INVESTMENT TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

CUSTODY AGREEMENT
Custody Agreement • January 28th, 2020 • Brandes Investment Trust • Illinois

AGREEMENT dated as of February 1, 2020, between BRANDES INVESTMENT TRUST, a statutory trust organized under the laws of the State of Delaware, having its principal office and place of business at 11988 El Camino Real, San Diego, CA 92130 (the “Fund”), on behalf of each of its series listed on Schedule B hereto, as amended from time to time,, and THE NORTHERN TRUST COMPANY (the “Custodian”), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 30th, 2008 • Brandes Investment Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of September, 2008, by and among Brandes Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Exhibit A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”), U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”) and Brandes Investment Partners, L.P., a Delaware limited partnership and the investment advisor to the Trust (the “Advisor”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 14th, 2018 • Brandes Investment Trust • Colorado

THIS AGREEMENT is made as of January 23, 2018, between Brandes Investment Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • January 28th, 2022 • Brandes Investment Trust • Massachusetts

THIS AGREEMENT, is made this 28th of December, 2021, by and among Fidelity Rutland Square Trust II (the “Fidelity Trust”), a statutory trust organized under the State of Delaware, on behalf of itself and its current and future series as identified on Schedule A, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and each trust identified on Schedule B (each, an “Underlying Trust”), on behalf of itself and its respective series identified on Schedule B, severally and not jointly (each, an “Acquired Fund” and collectively the “Acquired Funds” and together with the Acquiring Funds, the “Funds”), and shall become effective on January 19, 2022 (the “Effective Date”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • February 14th, 2018 • Brandes Investment Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of_________, 2017 by and between BRANDES INVESTMENT TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

SELLING AGREEMENT
Shareholder Servicing • September 30th, 2021 • Brandes Investment Trust • Colorado

THIS SHAREHOLDER SERVICING SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1000, Denver, Colorado 80203, and , a having its principal place of business at (hereinafter “Servicer”).

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 30th, 2008 • Brandes Investment Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of September, 2008, by and among BRANDES INVESTMENT TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed on Exhibit A hereto, as amended from time to time (each a “Fund” and collectively the “Funds”), U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”) and BRANDES INVESTMENT PARTNERS, L.P., a Delaware limited partnership and the investment advisor to the Trust (the “Advisor”).

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • January 31st, 2014 • Brandes Investment Trust • Delaware

This AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as of this 1st day of October 2008 and further amended effective January 31, 2011, November 17, 2011, May 10, 2012, November 16, 2012 and May 9, 2013, between Brandes Investment Trust, a Delaware statutory trust (the “Trust”) and Brandes Investment Partners, L.P., a California limited partnership (hereinafter called the “Adviser”).

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SCHEDULE A Brandes Investment Trust Amended and Restated Expense Limitation and Reimbursement Agreement
Brandes Investment Trust • January 31st, 2017

The annualized Operating Expenses of each class of each series of Brandes Investment Trust will be limited to the annual rate of average daily net assets shown below:

FORM OF SIXTH AMENDMENT TO CUSTODIAN AGREEMENT
Custodian Agreement • December 20th, 2007 • Brandes Investment Trust

THIS SIXTH AMENDMENT TO CUSTODIAN AGREEMENT (the "Amendment") is made and entered into as of December 17, 2007 by and among BRANDES INVESTMENT TRUST ("Client"), a Delaware Business Trust, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company ("State Street").

AMENDMENT TO INVESTMENT ADVISORY FEE WAIVER AGREEMENT
Investment Advisory Fee Waiver Agreement • January 28th, 2022 • Brandes Investment Trust

THIS AMENDMENT TO INVESTMENT ADVISORY FEE WAIVER AGREEMENT is made as of November 18, 2021, by and between BRANDES INVESTMENT TRUST (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and BRANDES INVESTMENT PARTNERS, L.P. (the “Advisor”), a Delaware limited partnership.

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement • January 27th, 2021 • Brandes Investment Trust • Delaware

This AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as of this 1st day of October 2008 and further amended as reflected on the Appendix between Brandes Investment Trust, a Delaware statutory trust (the “Trust”) and Brandes Investment Partners, L.P., a Delaware limited partnership (hereinafter called the “Adviser”).

Amendment No. 2 to Distribution Agreement
Distribution Agreement • January 31st, 2018 • Brandes Investment Trust

This Amendment No. 2 to the Distribution Agreement (this “Amendment”), by and between Brandes Investment Trust, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”), is effective as of December 29, 2017 (the “Effective Date”).

BRANDES INVESTMENT TRUST ELEVENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 12th, 2017 • Brandes Investment Trust

THIS ELEVENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT is made as of __________, 2017, by and between BRANDES INVESTMENT TRUST (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and BRANDES INVESTMENT PARTNERS, L.P. (the “Advisor”), a Delaware limited partnership.

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • January 30th, 2015 • Brandes Investment Trust • Delaware

This AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT is made as of this 1st day of October 2008 and further amended effective January 31, 2011, November 17, 2011, May 10, 2012, November 16, 2012 May 9, 2013, December 31, 2014, and February 1, 2015, between Brandes Investment Trust, a Delaware statutory trust (the “Trust”) and Brandes Investment Partners, L.P., a California limited partnership (hereinafter called the “Adviser”).

BRANDES INVESTMENT TRUST SEVENTEENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • September 30th, 2021 • Brandes Investment Trust

THIS SEVENTEENTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT is made as of August 12, 2021, by and between BRANDES INVESTMENT TRUST (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and BRANDES INVESTMENT PARTNERS, L.P. (the “Advisor”), a Delaware limited partnership.

BRANDES INVESTMENT TRUST and BRANDES INVESTMENT PARTNERS, L.P. FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • December 20th, 2007 • Brandes Investment Trust

THIS FIRST AMENDMENT dated as of December 18, 2007, to the Fund Administration Servicing Agreement, dated as of October 18, 2006 (the "Agreement"), is entered into by and among Brandes Investment Trust, a Delaware statutory trust (the "Trust"), U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS") and Brandes Investment Partners, L.P., a Delaware limited partnership and the investment advisor to the Trust (the “Advisor”)

BRANDES INVESTMENT TRUST TWELFTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • October 13th, 2017 • Brandes Investment Trust

THIS TWELFTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT is made as of __________, 2017, by and between BRANDES INVESTMENT TRUST (the “Trust”), a statutory trust organized under the laws of the State of Delaware, and BRANDES INVESTMENT PARTNERS, L.P. (the “Advisor”), a Delaware limited partnership.

BROKER-DEALER SELLING AGREEMENT
Broker-Dealer • September 30th, 2021 • Brandes Investment Trust • Colorado

THIS BROKER-DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1000, Denver, Colorado 80203, and , a having its principal place of business at (hereinafter “Broker-Dealer”).

FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • February 14th, 2018 • Brandes Investment Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this ___ day of_________, 2018 by and between BRANDES INVESTMENT TRUST, a Delaware statutory trust (the “Trust”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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