BRANDES INVESTMENT TRUST FORM OF SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
XXXXXXX
INVESTMENT TRUST
FORM
OF
SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
THIS
SECOND AMENDMENT TO INVESTMENT
ADVISORY AGREEMENT is made as of the 1st day of January, 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, for the provision
of
certain investment advisory services to the Trust by the Advisor, as amended
by
an Amendment to Investment Advisory Agreement dated October 3, 2005 (the
“First
Amendment”; as amended by the First Amendment, 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 Core Plus Fixed Income Fund series of the Trust
(the “Core Plus Fund”) and Xxxxxxx Institutional Enhanced Income Fund series of
the Trust (the “Enhanced Income Fund”, and together with the Core Plus Fund, the
“Fixed Income Funds”);
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 to each Fixed Income Fund pursuant to
the
Advisory Agreement. All references in the Advisory Agreement to the
“International Equity Fund” are hereby amended to refer to each of the
International Equity Fund, the SMART Fund (as defined in the First Amendment),
and each of the Fixed Income Funds, 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
each Fixed Income Fund as of the close of business each business day at the
annual rate of 0.35% with respect to the Core Plus Fund, and 0.40% with respect
to the Enhanced Income Fund, of the net assets of each such Fund.
3. This
Amendment shall go
into effect on the date set forth above and shall, unless terminated with
respect to a Fixed Income 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 Fund
separately.
4. The
Advisor acknowledges
and agrees that the obligations of each Fund pursuant to the Advisory Agreement
bind only such Fund, and that the Advisor may not look to the assets of any
other Fund 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.
XXXXXXX
INVESTMENT TRUST
By:
_____________________
Title:
____________________
XXXXXXX
INVESTMENT PARTNERS,
L.P.
By:
____________________
Title:
__________________
