BRANDES INVESTMENT TRUST THIRD AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
XXXXXXX
INVESTMENT TRUST
THIRD
AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS THIRD AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT is made as of the 1st day of October, 2008, by and between
XXXXXXX INVESTMENT TRUST (the “Trust”), a statutory trust organized under the
laws of the State of Delaware, and XXXXXXX INVESTMENT PARTNERS, L.P. (the
“Advisor”), a California limited partnership.
WHEREAS, the parties entered into an
Investment Advisory Agreement dated December 16, 1996, as previously amended,
for the provision of certain investment advisory services to various series of
the Trust by the Advisor (the “Advisory Agreement”); and
WHEREAS, the parties wish to amend the
Advisory Agreement to provide for the provision of such services to the newly
created Xxxxxxx Institutional Global Equity Fund series of the Trust (the
“Global Fund”);
NOW, THEREFORE, in consideration of the
mutual promises and agreement contained herein and other good and valuable
consideration, the receipt of which is acknowledged, the parties hereto agree
that the Advisory Agreement shall be amended as set forth herein.
1. The Trust appoints the Advisor to act
as investment adviser the Global Fund pursuant to the Advisory
Agreement. All references in the Advisory Agreement to other series
of the Trust are hereby amended to refer to the Global Fund and each of such
other series, as the case may be.
2. Section 5(a) of the Advisory Agreement
is amended by adding the following to the end thereof: “The Trust agrees to pay
the Advisor, and the Advisor agrees to accept as full compensation for all
services rendered by the Advisor as such, an annual management fee, payable
monthly and computed on the value of the net assets of the Global Fund as of the
close of business each business day at the annual rate of 0.80% of the net
assets of such Fund.”
3. This Amendment shall go into effect on
the date set forth above and shall, unless terminated with respect to the Global
Fund as set forth in the Advisory Agreement, continue for a period of two years
from such date and from year to year thereafter as set forth in Section 6(a) of
the Advisory Agreement. The other provisions of Section 6 of the
Advisory Agreement with respect to the continuation and termination of the
Advisor’s services shall apply to each series of the Trust
separately.
4. The Advisor acknowledges and agrees
that the obligations of each series of the Trust pursuant to the Advisory
Agreement bind only such series, and that the Advisor may not look to the assets
of any other series for payment or other satisfaction of such
obligations.
IN WITNESS WHEREOF, the parties hereto
have cause the foregoing instrument to be executed by duly authorized persons as
of the date set forth above.
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XXXXXXX INVESTMENT
TRUST
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By:
_____________________
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Title:
____________________
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XXXXXXX INVESTMENT
PARTNERS, L.P.
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By:
____________________
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Title :
___________________
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