0000894189-11-000317 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • January 31st, 2011 • Brandes Investment Trust • Illinois

AGREEMENT dated as of January 11, 2011 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"), and THE NORTHERN TRUST COMPANY (the "Custodian"), an Illinois company with its principal place of business at 50 South LaSalle Street, Chicago, Illinois 60603.

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AGREEMENT AND PLAN OF REORGANIZATION AND EXCHANGE
Agreement and Plan of Reorganization and Exchange • January 31st, 2011 • Brandes Investment Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION AND EXCHANGE (“Agreement”) is made effective as of this 11th day of November, 2010, by and between Brandes Investment Trust (“Public Trust”), a Delaware statutory trust with its principal place of business at 11988 El Camino Real, Suite 500, San Diego, California 92130, on behalf of Brandes Institutional Emerging Markets Fund (“Acquiring Fund”), a separate series of the Public Trust; Brandes Institutional Equity Trust (“Private Trust”), a Delaware statutory trust with its principal place of business at 11988 El Camino Real, Suite 500, San Diego, California 92130, on behalf of Brandes Emerging Markets Equity Portfolio (“Acquired Fund”), a separate series of the Private Trust; and Brandes Investment Partners, L.P. (“Brandes”) as Investment Manager under the Private Trust. The term “Acquiring Fund” is used herein, as the context requires, to refer to the Public Trust, or the Acquiring Fund, or both, and the term “Acquired Fund” is used herein, as

BRANDES INVESTMENT TRUST FOURTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 31st, 2011 • Brandes Investment Trust

THIS FOURTH AMENDMENT TO INVESTMENT ADVISORY AGREEMENT is made as of the 31st day of January, 2011, 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 California limited partnership.

AMENDED AND RESTATED EXPENSE LIMITATION AND REIMBURSEMENT AGREEMENT
Expense Limitation and Reimbursement Agreement • January 31st, 2011 • 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, 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 and BRANDES INVESTMENT PARTNERS, L.P. FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 31st, 2011 • Brandes Investment Trust

THIS FIRST AMENDMENT dated as of November 11, 2010, to the Transfer Agent Servicing Agreement, dated as of September 29, 2008, (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 and BRANDES INVESTMENT PARTNERS, L.P. FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Administration Servicing Agreement • January 31st, 2011 • Brandes Investment Trust

THIS FIRST AMENDMENT dated as of November 11, 2010, to the Fund Administration Servicing Agreement, dated as of September 29, 2008, (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 and BRANDES INVESTMENT PARTNERS, L.P. SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • January 31st, 2011 • Brandes Investment Trust

THIS SECOND AMENDMENT dated as of November 11, 2010, to the Fund Accounting Servicing Agreement, dated as of September 29, 2008, as amended November 14, 2008) (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”)

AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • January 31st, 2011 • Brandes Investment Trust

THIS AMENDMENT, dated as of the 11th day of November, 2010, by and among Brandes Investment Trust, a Delaware statutory trust (the “Trust”), Quasar Distributors, LLC, a Delaware limited liability company (the “Distributor”), and Brandes Investment Partners, L.P., a Delaware limited partnership and the investment advisor to the Trust (the “Advisor”), as parties to the Distribution Agreement dated as of October 3, 2005, as amended September 29, 2008 (the “Agreement”).

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