This Document Is Important and Requires Your Immediate Attention. If You Are in Doubt

__________

This document is important and requires your immediate attention. If you are in doubt as to the action you should take you should seek advice from your stockbroker or other independent financial adviser. If you have sold or transferred all of your shares in Brandes Investment Funds plc, please pass this document at once to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.The Directors of Brandes Investment Funds plc are the persons responsible for the information contained in this document. Please note that this document is not reviewed by the Central Bank of Ireland.

CIRCULAR TO SHAREHOLDERS OF

Brandes Global Value Fund

Brandes European Value Fund

Brandes U.S. Value Fund

Brandes Emerging Markets Value Fund

each a sub-fund of

BRANDES INVESTMENT FUNDS PLC

(an open-ended umbrella type investment company with variable capital and with segregated liability between sub-funds incorporated with limited liability in Ireland under the Companies Act 2014 with registered number 355598 and established as an undertaking for collective investment in transferable securities pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, as amended)

NOTICE CONVENING AN EXTRAORDINARY GENERAL MEETING TO BE HELD ON 18 DECEMBER, 2017 IS SET OUT IN APPENDIX I. WHETHER OR NOT YOU PROPOSE TO ATTEND THE EXTRAORDINARY GENERAL MEETING YOU ARE REQUESTED TO COMPLETE AND RETURN THE RELEVANT FORM OF PROXY SET OUT IN APPENDIX II IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON.

FORM OF PROXY IS SET OUT IN APPENDIX II AND SHOULD BE RETURNED NO LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE HOLDING OF THE EXTRAORDINARY GENERAL MEETING TO:

Derval Keane

Tudor Trust Limited,

33 Sir John Rogerson’s Quay, Dublin 2, Ireland

or

Fax No. +353-1-6670042

Directors: John Mahon, Gerald Moloney, Oliver Murray (Canadian and Irish), John Otis (American), Peter Sandys, Ashwath Sunder (American)

Registered Office: 33 Sir John Rogerson’s Quay, Dublin 2, Ireland.

Company Registration Number:355598

an umbrella fund with segregated liability between sub-funds

Brandes Investment Funds plc - (the “Company”)

24 November, 2017

Dear Shareholder,

1. Introduction

As you are aware, the Company is an investment company with variable capital and with segregated liability between sub-funds, incorporated with limited liability under the laws of Ireland, authorised on 24June,2002 by the Central Bank of Ireland (the “Central Bank”) pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended (the “Regulations”). The Company is an umbrella company, which comprises a number of sub-funds.

Unless the context otherwise requires and except as varied or otherwise specified in this Circular, words and expressions used in the Circular shall bear the same meaning as in the latestprospectus of the Company (the “Prospectus”).

The Directors of the Company will convene an extraordinarygeneral meeting (“EGM”) of the Shareholders of the Company on 18 December, 2017, at which the following matters will be presented to the Shareholders:

Special Business

(a)Appointment of Management Company

It is proposed to provide in the Articles of Association (the “Articles”) for the ability of the Company to appoint and paya manager to the Company. Amendments to the Articlesshall include all re-numbering and updating of cross-references and dates, as appropriate. Shareholders should consult Appendix III to this Circular which highlights the proposed insertions/deletions in strikethrough.

Subject to Shareholder approval of the changes to the Articlesand the requirements of the Central Bank, it is intended to appoint the current investment manager, Brandes Investment Partners (Europe) Limited (the “Brandes Europe”) as the manager of the Company with effect on or about 29 December, 2017.As such, the same legal entity shall continue to provide investment management services to the Company and will continue to manage the portfolios in the same manner. There will be no change of Administrator or Depositary.

The appointment of Brandes Europe as manager to the Company is subject to authorisation by the Central Bank of Brandes Europe to act as a UCITS management company.

The management fee payable to Brandes Europe shall be the same as the current investment management fee disclosed in the Prospectus.

The investment management agreement between the Company and the Investment Manager shall terminate upon the appointment of the Brandes Europe as manager.

In addition to the updates to the Articles, the Prospectus and key investor information documents shall also be updated. Once available, copies of the updated Prospectus and key investor information documents may be obtained from the Administrator and

(b)Directors Remuneration

As further outlined in Appendix III, it is proposed to delete the maximum amount specified in the Articlesin respect of Directors remuneration and replace this with a cross-reference to the Prospectus which will disclose the maximum amount of the remuneration currently payable to the Directors. There is to be no increase to the Directors remuneration at this time and Shareholders shall be notified in advance before any future increase.

2.Fees and Expenses

The legal and administrative costs of drafting and implementing the proposed changes to the Company’s Articles will be borne by the Company.

3.Shareholders’ Approval

The sanctioning of the proposed amendments to the Company’s Articles, requires a special resolution to be passed in favour of that proposal by a majority of Shareholders of the Company, consisting of seventy five per cent (75%) or more of the total number of votes cast present in person or by proxy, who cast votes at the EGM of the Shareholders of the Company.

The quorum for the EGMis two Shareholders present (in person or by proxy). If within half an hour from the time appointed for the EGM, a quorum is not present, it shall be adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Directors may determine.

If you are a registered holder of Shares in the Company, you will receive a proxy form with this Circular. Please read the notes printed on the form, which will assist you in completing the proxy form, and return the proxy form to us. To be valid, your appointment of proxy must be received no later than 48 hours before the time appointed for the EGMand therefore by 16 December, 2017at 10.00 a.m. (Irish time) at the latest. You may attend and vote at the EGMeven if you have appointed a proxy.

4.Recommendation

We believe that the proposed resolution is in the best interests of the Shareholders as a whole and therefore recommend that you vote in favour of the proposal. The proposaldoes not change the value of your investments. We propose that the suggested changes to the Articles of the Company be approved at the EGMof the Company by way of special resolution. Should you be in any doubt as to the actions you should take, we recommend that you consult with your stockbroker or other independent financial adviser.

Shareholders may continue to redeem their investments in the Company on any Dealing Day in accordance with the provisions of the Company’s Prospectus.

5.The Irish Stock Exchange

The approval of the Irish Stock Exchange for this Circular has been sought and obtained by the Directors of the Company.

6.Notice and Proxy Forms

Details of the specific resolution which Shareholders will be asked to approve is detailed in the Notice and Proxy Forms attached to this Circular.

This Circular is accompanied by the following documents:

1. Notice of the EGMof the Company to be held at 10.00 a.m.(Irish time) on18 December,2017 at the offices of Dillon Eustace, 33 Sir John Rogerson’s Quay, Dublin 2, Ireland (Appendix I);

1. A Proxy Form which allows you to cast your vote by proxy (Appendix II);

1. Extracts of the proposed amendments to the Articles of the Company (Appendix III);

If you are unable to attend the EGMbut wish to exercise your vote, please complete the attached Proxy Form and return it to:

Derval Keane,

Tudor Trust Limited,

33 Sir John Rogerson’s Quay,

Dublin 2,

Ireland

To be valid, the proxy form must be received at the above address or fax no. +353-1-6670042 no later than 48 hours before the time fixed for the holding of the EGM.

For any questions regarding this matter, Shareholders may consult their stockbroker or other independent financial adviser, the Company’s appointed representative in that country or the Administrator. The Administrator may be contacted via e-mail at , or by telephone as follows:

+353 1 242 5540

Yours faithfully,

______

Director,

For and on behalf of

Brandes Investment Funds plc

APPENDIX I

Notice of EXTRAORDINARY General Meeting

BRANDES INVESTMENT FUNDS PLC

(the “Company”)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of the shareholders of the Company will be held at the offices of Dillon Eustace, 33 Sir John Rogerson’s Quay, Dublin 2, Ireland on 18 December, 2017at 10.00 a.m.(Irish time) for the following purpose:

Special Business

1. To approve the amendments to the Articles as further outlined in Appendix III to the circular to shareholders of the Company sent on 24 November, 2017.

Derval Keane

______

For and on behalf of

Tudor Trust Limited

Company Secretary

Dated this 24 day of November 2017

APPENDIX II

PROXY FORM

Note: A shareholder entitled to attend and vote at the above extraordinary general meetingis entitled to appoint a proxy or proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.

BRANDES INVESTMENT FUNDS PLC

(the “Company”)

I/We*of

being a Shareholder/Shareholders* of the Company hereby appoint the Chairman or Jonathan Stevenson of Tudor Trust Limited, or, failing him/her, ___of______

as my/our* proxy to vote on my/our* behalf at the extraordinarygeneral meeting of the Company to be held at the office of Dillon Eustace, 33 Sir John Rogerson’s Quay, Dublin 2, Ireland on18 December, 2017 at 10.00 a.m.(Irish time) and at any adjournment thereof.

Signed______

Dated this ____day of ______, 2017

(*delete as appropriate)

SPECIAL RESOLUTION

(requiring the consent of 75% of voting Shareholders)

For/Yes / Against/No / Abstain

1. To approve the amendments to the Articles as outlined in Appendix IIIto the circular to shareholders of the Company sent on 24 November, 2017.

Please indicate with an "X" in the spaces above how you wish your vote to be cast. If you wish to split the vote or only vote some of your shares, please write the required number of shares that are voting next to the relevant voting boxes above.

Notes to Form of Proxy

1.If you have sold or otherwise transferred all of your Shares, please pass this Circular and accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

2.A member may appoint a proxy of his/her own choice. If the appointment is made delete the words "the Chairman of the meeting" and insert the name of the person appointed as proxy in the space provided.

3.If the Shareholder does not insert a proxy of his/her own choice it shall be assumed that they wish to appoint the Chairman of the meetingor one of the other persons mentioned above to act for them.

4.If the appointer is a corporation, this form must be under the Common Seal or under the hand of some duly appointed officer or attorney duly authorised on its behalf and please ensure that you indicate the capacity in which you are signing.

5.If the instrument appointing a proxy is signed under a power of attorney, please ensure that you enclose an original or a notarially certified copy of such power of attorney with your proxy form.

6.In the case of joint holders, the vote of the first named of joint holders who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, the first named shall be determined by the order in which the names of the joint holders stand in the register of shareholders.

7.If this form is returned without any indication as to how the person appointed proxy shall vote he/she will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting.

8.Any alterations made to this form must be initialled to be valid.

9.To be valid, this form, including notarially certified copy of such power or authority must be completed and deposited at the Company Secretary of the Company for the attention of Derval Keane, Tudor Trust Limited, 33 Sir John Rogerson’s Quay, Dublin 2, Ireland not less than 48 hours before the time fixed for holding the meeting or adjourned meeting. The proxies may be faxed in the first instance to + 353 1 667 0042, with the original to follow by post.

APPENDIX III

AMENDMENTS TO THE Articles of Association

BRANDES INVESTMENT FUNDS PLC

(the “Company”)

Please find below the relevant extract from the Articles of Association of the Company highlighting the proposed amendments thereto by strikethrough and underline. Re-numbering, dates and cross-references in the Articles of Association shall be amended accordingly.

Legend
Text which has been inserted
Text which has been deleted

1. The following amendment will be made on the first page of the Memorandum of Association:

Memorandum and Articles of Association Constitution

1. Clause 3 of the Memorandum of Association will be amended as follows:

“The sole object for which the company is established is the collective investment in either or both (i) transferable securities (ii) other liquid financial assets referred to in Regulation4 68 of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2011, as amended, consolidated or substituted from time to time ("the Regulations") of capital raised from the public which operates on the principle of risk spreading.”

1. The definitions section in Article 2 of the Articles of Association shall be amended as follows:

Administration ExpensesThe costs, charges and expenses which may be charged to the Company including, but not limited to; all taxes which may be due on the assets and income of the Company, usual banking and brokerage fees due on transactions involving portfolio securities of the Company (the latter to be included in the acquisition price and to be deducted from the selling price); insurance, postage and courier, telephone, facsimile, telex; telecommunication costs, and the cost of obtaining valuation prices of Investments; Directors' fees and remuneration of officers and employees of the Company; remuneration and out-of-pocket expenses of the Manager,the Investment Manager, the Depositary, the Administrator, any transfer agent, any paying agent, sub-investment manager, distributor or correspondent bank, and of representatives in other jurisdictions where the Shares are qualified for sale, and of all other agents employed on behalf of the Company or any Subsidiary; such remuneration may be based on the net assets of the Company or on the performance of the company or on a transaction basis or may be a fixed sum; formation expenses of the Company and any Sub-Fund; marketing and promotional expenses; the cost of printing certificates and proxies; the cost of incorporating the Company and any subsidiary and the preparation of all other documents concerning the Company or any subsidiary including registration statements and offering circulars with all authorities (including local securities dealers' associations) having jurisdiction over the Company or any subsidiary or the offering of Shares; the cost of qualifying the Company for the sale of Shares in any jurisdiction or a listing on any stock exchange; the cost of preparing, printing and publishing in such languages as are necessary, and distributing annual and semi-annual reports and such other reports or documents as may be desirable or required under the applicable laws or regulations; the cost of accounting and book keeping, the cost of calculating the Net Asset Value of Shares of each Sub-Fund, the cost of preparing, printing, publishing and distributing public notices and other communications, including but not limited to newspaper notices, to the Shareholders, legal and auditors' fees, registrar's fees; and all other similar charges and expenses in each case, plus any applicable VAT.

Central Bank UCITS RegulationsThe Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) Undertakings for Collective Investment in Transferable Securities) Regulations 2015 as may be amended, supplemented or replaced from time to time issued by the Central Bank.

Depositary AgreementAny agreement for the time being subsisting between the Companyand, the Depositary and where applicable, the Managerrelating to the appointment and duties of the Depositary.

Feeder Fund Means aA Sub-Fund of the Company or any other eligible collective investment scheme or sub-fund thereof which has been approved to invest at least 85% (or such other amount in line with Central Bank requirements) of its net assets in share of another collective investment scheme or sub-fund thereof including another Sub-Fund of the Company.

Investment Manager Any investment manager appointed by the Company from time to time to provide investment management services.One or more persons, firms or corporations appointed in accordance with the requirements of the Central Bank UCITS Regulations and for the time being providing investment management or advisory services in relation to the management of the Company or a Sub-Fund's Investments.

Investment Management Agreement Any agreement for the time being subsisting to which the

Company and the Investment Manager are parties and relating to the appointment and duties of the Investment Manager.

Any agreement made between the Company and/or the Manager and the Investment Manager relating to the appointment and duties of the Investment Manager as amended from time to time subject to the requirements of the Central Bank.

Management AgreementAny agreement made between the Company and the Manager relating to the appointment and duties of the Manager as amended from time to time subject to the requirements of the Central Bank.

Manager Any person firm or corporation appointed and for the time being acting as manager of the Company's affairs.