Brandes Investment Partners LP

Item 5: Fees And Compensation
Our advisory fees are generally based on a percentage of the current market value of the assets in your account and are set out in the
agreement between you and the firm. See Item 6 for a discussion of performance-based fees. We reserve the right to negotiate fees
and we manage certain accounts without an advisory fee, or at a reduced advisory fee, such as accounts of employees, former
employees, employees’ affiliates’ or their relations. You will pay more or less than other clients depending on certain factors, such as
account size, if you have another account with us, the fee structure we have agreed to, or if we negotiate different fees with you.

Fees For Investment Advisory Services
Depending on the agreement between you and the firm, our fees are typically billed quarterly, in advance or in arrears based on the
value of your account(s). Fees for accounts billed in advance are based on the account market value at account inception and on the
last business day of the prior billing period. Fees billed in arrears are billed based on the account market value as of the last business
day of the billing period. Brandes reserves the right to prorate fees for a given billing period due to deposits or withdrawals made during
that billing period. We do not automatically deduct fees. If you or Brandes terminate the agreement, the fees described below will be
pro-rated, and unearned fees paid in advance will be refunded to you.

1In no event should this brochure be considered to be an offer of interests in a private fund or relied upon in determining to invest. It is also not an offer
of, or agreement to provide, advisory services directly to any recipient.

Brandes Investment Partners, L.P. 4275 Executive Square, 5th Floor, La Jolla, CA 92037 | P.O. Box 919048 San Diego, CA 92191-9048
+858 755 0239 | +1 800 237 7119 | www.brandes.com                                                                                                                5

If you enter into an Investment Management Agreement with us, you will have the option to terminate this Agreement in its entirety
exercisable at your sole option, and without penalty, for five days from the date of the signing of the Agreement; provided, however, that
any investment action taken by the us with respect to the Account during such five day period in reliance upon the Agreement and prior
to receipt of actual notice of your exercise of this right of termination, shall be solely at your risk.

The Firm does negotiate advisory fee agreements with certain clients. The terms related to advisory fees are negotiated with the client
at the time of the opening of an account and can include, but are not limited to, account valuations used in advisory fee calculations,
fee breakpoints, tiered billing rates and discounts, timing and frequency of advisory fee billing, aggregation of related accounts, and
treatment of cash contributions and withdrawals and their effect on advisory fees.

In addition to negotiating fees with clients, the firm also enters into a limited number of agreements with “Most Favored Nation
Clauses” or performance-based fee provisions with certain institutional clients only. (More information regarding performance-based
fees can be found in ITEM 6: Performance-Based Fees And Side-By-Side Management.)

We offer the following standard fee arrangements for equity and fixed income separate accounts.

                                                        Equity Strategies Fee Schedule
                       Strategies                                           Account Assets                                          Annual Fee
       ▪     Global Balanced                                First $25 million                                      0.65%
       ▪     Global Strategic Equity                        Next $25 million                                       0.55%
       ▪     U.S. Value Equity                              Next $50 million                                       0.45%
                                                            Next $50 million                                       0.40%

                                                            Amounts over $150 million                              0.35%

       ▪     European Equity                                First $50 million                                      0.65%*
       ▪     Global Equity                                  Next $50 million                                       0.60%
       ▪     Global Equity Income                           Next $50 million                                       0.55%
       ▪     International Equity
                                                            Amounts over $150 million                              0.45%

       ▪     Emerging Markets Equity                        First $25 million                                      0.90%
       ▪     Emerging Markets Value Equity                  Next $25 million                                       0.80%
       ▪     Emerging Markets (ex-China) Equity             Next $50 million                                       0.75%
                                                            Next $50 million                                       0.70%
                                                            Amounts over $150 million                              0.60%

       ▪     Asia Pacific (ex-Japan) Equity                 First $25 million                                      0.95%
       ▪     Global Opportunities Value                     Next $25 million                                       0.90%
       ▪     Global Small-Mid Cap Equity
       ▪     Global Small Cap Equity                        Amounts over $50 million                               0.80%
       ▪     International Small-Mid Cap Equity
       ▪     International Small Cap Equity
...

Types Of Clients
We provide investment advisory services to individuals and institutional investors, including corporations, registered mutual funds,
exchange-traded funds, private investment funds, banks or thrift institutions, collective investment trusts, educational institutions,
foreign or domestic government entities, insurance companies, pension and profit-sharing plans and trusts, estates, and charitable
organizations.

Minimum Investments
The recommended minimum account size to open a separate account directly with Brandes is $25 million. The minimum investment
requirements vary by client, strategy, and program. At our discretion, we can lower or waive the minimum requirements.