AMENDMENT NO. 5 TO INVESTMENT SUB-ADVISORY AGREEMENT

AMENDMENT NO. 5

TO INVESTMENT SUB-ADVISORY AGREEMENT

This Amendment No. 5 (the “Amendment”) to the Investment Sub-Advisory Agreement dated as of June 12, 2015, as amended (the “Sub-Advisory Agreement”), by and among Olive Street Investment Advisers, LLC (the “Adviser”), ▇▇▇▇▇▇, ▇▇▇▇▇▇ & Company, L.P. (the “Sub-Adviser”) and the Bridge Builder Trust (the “Trust”), on behalf of the series of the Trust indicated on Schedule A to this Amendment (each, a “Fund” and collectively, the “Funds”) is entered into and effective as of February 26, 2020 by and among the Adviser, the Sub-Adviser and the Trust, on behalf of each Fund. All capitalized terms used, but not defined, herein shall have the meanings given to them in the Sub-Advisory Agreement.

WITNESSETH.

WHEREAS, the Adviser and the Trust, on behalf of each Fund, have entered into an Investment Advisory Agreement, dated July 10, 2013, as amended (the “Advisory Agreement”), pursuant to which the Adviser renders investment advisory services to each Fund pursuant to the terms and conditions of the Advisory Agreement;

WHEREAS, pursuant to the authority granted to the Adviser under the Advisory Agreement, the Adviser has retained the Sub-Adviser to render portfolio management services to each Fund pursuant to the terms of the Sub-Advisory Agreement;

WHEREAS, pursuant to Section 6(a) of the Sub-Advisory Agreement, each Fund pays the Sub-Adviser for the services provided by the Sub-Adviser to such Fund;

WHEREAS, Schedule A to the Agreement sets forth the annual sub-advisory fee rate due to the Sub-Adviser by each Fund;

WHEREAS, the Adviser and the Sub-Adviser entered into a Letter Agreement, dated May 18, 2016 (the “Letter Agreement”), which supplemented Schedule A to the Agreement;

WHEREAS, the Adviser, the Sub-Adviser and the Trust, on behalf of each Fund, desire to update Schedule A of the Sub-Advisory Agreement and terminate the Letter Agreement to reflect a new capacity arrangement for the Bridge Builder Core Bond Fund; and

WHEREAS, pursuant to Section 12 of the Sub-Advisory Agreement, the agreement may be amended only by a written instrument signed by all parties to the agreement.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, the parties hereby agree as follows:

 

1.

Fees. Schedule A to the Sub-Advisory Agreement is hereby deleted in its entirety and replaced with the new Schedule A attached hereto.

 

2.

Letter Agreement. The Letter Agreement is hereby terminated and shall no longer modify the agreements set forth in the new Schedule A attached hereto.

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3.

Amendments. Except as specifically amended hereby, the Sub-Advisory Agreement shall continue in full force and effect in accordance with its terms. This Amendment shall not itself be amended except as part of any future amendment to the Sub-Advisory Agreement effected in accordance with the terms thereof.

 

4.

Severability and Entire Agreement. If any provision of this Amendment shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Amendment shall not be affected thereby. This Amendment embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreement and understandings relating to this Amendment’s subject matter. The Trust is entering into this Amendment with the Adviser and Sub-Adviser on behalf of the respective Funds severally and not jointly, with the express intention that the provisions contained in each numbered Section hereof shall be understood as applying separately with respect to each Fund as if contained in separate agreements among the Trust, the Adviser and the Sub-Adviser for each such Fund.

 

5.

Captions. The captions in this Amendment are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

 

6.

Counterparts. This Amendment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this Amendment may be communicated by electronic transmission (which shall include facsimile or email) and shall be binding on the parties so transmitting their signatures.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their officers designated below as of the day and year written above.

 

BRIDGE BUILDER TRUST				OLIVE STREET INVESTMENT ADVISERS, LLC
on behalf of the series listed on Schedule A hereto
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III				By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III				Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President				Title: President

▇▇▇▇▇▇, ▇▇▇▇▇▇ & COMPANY, L.P.

 

By:		/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: Vice President, Director of Client Intake

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Schedule A

Funds and Fees

Effective February 26, 2020

 

Series of Bridge Builder Trust		Annual Sub-Advisory Fee Rate
Bridge Builder Core Plus Bond Fund
Bridge Builder Core Bond Fund