CUSTODY AGREEMENT
Exhibit 28.g
AGREEMENT dated as of July 21, 2011, between Advisers Investment Trust (the “Trust”), a
business trust organized under the laws of the State of Ohio, having its principal office and place
of business at 0000 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000 on behalf of the series managed
by Independent Franchise Partners, LLP (the “Fund”), and THE NORTHERN TRUST COMPANY (the
“Custodian”), an Illinois company with its principal place of business at 00 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000.
W I T N E S S E T H:
That for and in consideration of the mutual promises hereinafter set forth, the Fund and the
Custodian agree as follows:
| 1. | Definitions. |
Whenever used in this Agreement or in any Schedules to this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following meanings:
(a) “Articles of Incorporation “ shall mean the Declaration of Trust of the Fund, including
all amendments thereto.
(b) “Authorized Person” shall be deemed to include the Chairman of the Board of Directors,
the President, and any Vice President, the Secretary, the Treasurer or any other person,
whether or not any such person is an officer or employee of the Fund, duly authorized by
the Board of Directors to give Instructions on behalf of the Fund and listed in the
certification annexed hereto as Schedule A or such other certification as may be received
by the Custodian from time to time pursuant to Section 18(a).
(c) “Board of Directors” shall mean the Board of Directors or Trustees of the Fund.
(d) “Book-Entry System” shall mean the Federal Reserve/Treasury book-entry system for
United States and federal agency securities, its successor or successors and its nominee or
nominees.
(e) “Delegate of the Fund” shall mean and include any entity to whom the Board of Directors
of the Fund has delegated responsibility under Rule 17f-5 of the 1940 Act.
| AIT — Independent Franchise Partners | Page 1 |
(f) “Depository” shall mean The Depository Trust Company, a clearing agency registered with
the Securities and Exchange Commission under Section 17(a) of the Securities Exchange Act
of 1934, as amended, its successor or successors and its nominee or nominees, the use of
which is hereby specifically authorized. The term “Depository” shall further mean and
include any other person named in an Instruction and approved by the Fund to act as a
depository in the manner required by Rule 17f-4 of the 1940 Act, its successor or
successors and its nominee or nominees.
(g) “Instruction” shall mean written (including telecopied, telexed, or electronically
transmitted in a form that can be converted to print) or oral instructions actually
received by the Custodian which the Custodian reasonably believes were given by an
Authorized Person. An Instruction shall also include any instrument in writing actually
received by the Custodian which the Custodian reasonably believes to be genuine and to be
signed by any two officers of the Fund, whether or not such officers are Authorized
Persons. Except as otherwise provided in this Agreement, “Instructions” may include
instructions given on a standing basis.
(h) “1940 Act” shall mean the Investment Company Act of 1940, and the Rules and Regulations
thereunder, all as amended from time to time.
(i) “Portfolio” refers to each of the separate and distinct investment portfolios of the
Fund which the Fund and the Custodian shall have agreed in writing shall be subject to this
Agreement, as identified in Schedule B hereto.
(j) “Prospectus” shall include each current prospectus and summary prospectus, as
applicable, and statement of additional information of the Fund with respect to a
Portfolio.
(k) “Rule 17f-5” shall mean Rule 17f-5 under the 1940 Act.
(l) “Rule 17f-7” shall mean Rule 17f-7 under the 1940 Act.
(m) “Shares” refers to the shares of the Fund.
(n) “Security” or “Securities” shall be deemed to include bonds, debentures, notes, stocks,
shares, evidences of indebtedness, and other securities, commodity interests and
investments from time to time owned by the Fund and held in a Portfolio.
(o) “Sub-Custodian” shall mean and include (i) any branch of the Custodian, and (ii) any
“eligible foreign custodian,” as that term is defined in Rule 17f-5 under the 1940 Act,
approved by the Fund or a Delegate of the Fund in the
manner required by Rule 17f-5. For the avoidance of doubt, the term “Sub-Custodian” shall
not include any central securities depository or clearing agency.
(p) “Eligible Securities Depository” shall have the same meaning as set forth in Rule
17f-7(b)(1).
(q) “Transfer Agent” shall mean the person which performs as the transfer agent, dividend
disbursing agent and shareholder servicing agent for the Fund.
| 2. | Appointment of Custodian. |
(a) The Fund hereby constitutes and appoints the Custodian as custodian of all the
Securities and moneys owned by or in the possession of a Portfolio during the period of
this Agreement.
(b) The Custodian hereby accepts appointment as such custodian and agrees to perform the
duties thereof as hereinafter set forth.
| 3. | Appointment and Removal of Sub-Custodians. |
(a) The Custodian may appoint one or more Sub-Custodians to act as sub-custodian or
sub-custodians of Securities and moneys at any time held in any Portfolio, upon the terms
and conditions specified in this Agreement. The Custodian shall oversee the maintenance by
any Sub-Custodian of any Securities or moneys of any Portfolio.
(b) The Agreement between the Custodian and each Sub-Custodian described in clause (ii) of
Section 1(o) and acting hereunder shall contain any provisions necessary to comply with
Rule 17f-5 under the 1940 Act.
(c) Prior to the Custodian’s use of any Sub-Custodian described in clause (ii) of Paragraph
1(o), the Fund or a Delegate of the Fund must approve such Sub-Custodian in the manner
required by Rule 17f-5 and provide the Custodian with satisfactory evidence of such
approval.
(d) The Custodian shall promptly take such steps as may be required to remove any
Sub-Custodian that has ceased to be an “eligible foreign custodian” or has otherwise ceased
to meet the requirements under Rule 17f-5. If the Custodian intends to remove any
Sub-Custodian previously approved by the Fund or a Delegate of the Fund pursuant to
paragraph 3(c), and the Custodian proposes to replace such Sub-Custodian with a
Sub-Custodian that has not yet been approved by the Fund or a Delegate of the Fund, it will
so notify the Fund or a Delegate of the Fund and provide it with information reasonably
necessary to determine such proposed Sub-Custodian’s eligibility under Rule 17f-5,
including a copy of the proposed agreement with such Sub-Custodian. The Fund shall at the
meeting of
the Board of Directors next following receipt of such notice and information, or a Delegate
of the Fund shall promptly after receipt of such notice and information, determine whether
to approve the proposed Sub-Custodian and
will promptly thereafter give written notice of
the approval or disapproval of the proposed action.
(e) The Custodian hereby represents to the Fund that in its opinion, after due inquiry, the
established procedures to be followed by each Sub-Custodian in connection with the
safekeeping of property of a Portfolio pursuant to this Agreement afford reasonable care
for the safekeeping of such property based on the standards applicable in the relevant
market.
3A. Delegation of Foreign Custody Management.
(a) The Fund hereby delegates to Custodian the responsibilities set forth in subparagraph (b)
below of this Section 3A, in accordance with Rule 17f-5 with respect to foreign custody
arrangements for the Fund’s existing and future investment portfolios, except that the Custodian
shall not have such responsibility with respect to central depositories and clearing agencies or
with respect to custody arrangements in the countries listed on Schedule D, attached hereto, as
that Schedule may be amended from time to time by notice to the Fund.
(b) With respect to each arrangement with any Sub-custodian regarding the assets of any
investment portfolio of the Fund for which Custodian has responsibility under this Section 3A (a
”Foreign Custodian”), Custodian shall:
(i) determine that the Fund’s assets will be subject to reasonable care, based on
the standards applicable to custodians in the relevant market, if maintained with
the Foreign Custodian, after considering all factors relevant to the safekeeping
of such assets;
(ii) determine that the written contract with such Foreign Custodian governing the
foreign custody arrangements complies with the requirements of Rule 17f-5 and will
provide reasonable care for the Fund’s assets;
(iii) establish a system to monitor the appropriateness of maintaining the Fund’s
assets with such Foreign Custodian and the contract governing the Fund’s foreign
custody arrangements;
(iv) provide to the Fund’s Board of Directors, at least annually, written reports
notifying the Board of the placement of the Fund’s assets with a
particular Foreign Custodian and periodic reports of any material changes to the
Fund’s foreign custodian arrangements; and
(v) withdraw the Fund’s assets from any Foreign Custodian as soon as reasonably
practicable, if the foreign custody arrangement no longer meets the requirement of
Rule 17f-5.
| 4. | Use of Sub-Custodians and Securities Depositories. |
| With respect to property of a Portfolio which is maintained by the Custodian in the custody of a Sub-Custodian pursuant to Section 3: |
(a) The Custodian will identify on its books as belonging to the particular Portfolio any
property held by such Sub-Custodian.
(b) In the event that a Sub-Custodian permits any of the Securities placed in its care to
be held in a foreign securities depository, such Sub-Custodian will be required by its
agreement with the Custodian to identify on its books such Securities as being held for the
account of the Custodian as a custodian for its customers.
(c) Any Securities held by a Sub-Custodian will be subject only to the instructions of the
Custodian or its agents; and any Securities held in an foreign securities depository for
the account of a Sub-Custodian will be subject only to the instructions of such
Sub-Custodian.
(d) The Custodian will only deposit property of a Portfolio in an account with a
Sub-Custodian which includes exclusively the assets held by the Custodian for its
customers, and will cause such account to be designated by such Sub-Custodian as a special
custody account for the exclusive benefit of customers of the Custodian.
(e) Before any Securities are placed in a foreign securities depository, the Custodian
shall provide the fund’s Board of Directors with an analysis of the custody risks
associated with maintaining assets with the foreign securities depository.
(f) The Custodian or its agent shall continue to monitor the custody risks associated with
maintaining the Securities with a foreign securities depository and shall promptly notify
the Fund’s Board of Directors of any material changes in said risks.
| 5. | Compensation. |
(a) The Fund will compensate the Custodian for its services rendered under this Agreement
in accordance with the fees set forth in the Fee Schedule annexed hereto as Schedule C and
incorporated herein. Such Fee Schedule does not include reasonable out-of-pocket
disbursements of the Custodian for which the Custodian shall be entitled to xxxx
separately.
(b) If the Fund requests that the Custodian act as Custodian for any Portfolio hereafter
established, at the time the Custodian commences serving as such for said Portfolio, the
compensation for such services shall be reflected in a fee schedule for that Portfolio,
dated and signed by an officer of each party hereto, which shall be attached to or
otherwise reflected in Schedule C of this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time to time by attaching to
Schedule C, or replacing Schedule C with, a revised Fee Schedule, dated and signed by an
officer of each party hereto.
(d) The Custodian will xxxx the Fund for its services to each Portfolio hereunder as soon
as practicable after the end of each calendar quarter, and said xxxxxxxx will be detailed
in accordance with the Fee Schedule for the Fund. The Fund will promptly pay to the
Custodian the amount of such billing. The Custodian shall have a claim of payment against
the property in each Portfolio for any compensation or expense amount owing to the
Custodian in connection with such Portfolio from time to time under this Agreement.
(e) The Custodian (not the Fund) will be responsible for the payment of the compensation of
each Sub-Custodian.
| 6. | Custody of Cash and Securities |
(a) Receipt and Holding of Assets. The Fund will deliver or cause to be delivered
to the Custodian and any Sub-Custodians all Securities and moneys of any Portfolio at any
time during the period of this Agreement and shall specify the Portfolio to which the
Securities and moneys are to be specifically allocated. The Custodian will not be
responsible for such Securities and moneys until actually received by it or by a
Sub-Custodian. The Fund may, from time to time in its sole discretion, provide the
Custodian with Instructions as to the manner in which and in what amounts Securities, and
moneys of a Portfolio are to be held on behalf of such Portfolio in the Book-Entry System
or a Depository. Securities and moneys of a Portfolio held in the Book-Entry System or a
Depository will be held in accounts which include only assets of Custodian that are held
for its customers.
(b) Accounts and Disbursements. The Custodian shall establish and maintain a
separate account for each Portfolio and shall credit to the separate account all moneys
received by it or a Sub-Custodian for the account of such Portfolio and shall disburse, or
cause a Sub-Custodian to disburse, the same only:
1. In payment for Securities purchased for the Portfolio, as provided in Section 7
hereof;
2. In payment of dividends or distributions with respect to the Shares of such
Portfolio, as provided in Section 11 hereof;
3. In payment of original issue or other taxes with respect to the Shares of such
Portfolio, as provided in Section 12(c) hereof;
4. In payment for Shares which have been redeemed by such Portfolio, as provided in
Section 12 hereof;
5. In payment of fees and in reimbursement of the expenses and liabilities of the
Custodian attributable to the Fund, as provided in Sections 5 and 16(h) hereof;
6. Pursuant to Instructions setting forth the name of the Portfolio and the name
and address of the person to whom the payment is to be made, the amount to be paid
and the purpose for which payment is to be made.
(c) Fail Float. In the event that any payment made for a Portfolio under this
Section 6 exceeds the funds available in that Portfolio’s account, the Custodian or
relevant Sub-Custodian, as the case may be, may, in its discretion, advance the Fund on
behalf of that Portfolio an amount equal to such excess and such advance shall be deemed an
overdraft from the Custodian or such Sub-Custodian to that Portfolio payable on demand,
bearing interest at the rate of interest customarily charged by the Custodian or such
Sub-Custodian on similar overdrafts.
(d) Confirmation and Statements. At least monthly, the Custodian shall furnish the
Fund with a detailed statement of the Securities and moneys held by it and all
Sub-Custodians for each Portfolio. Where securities purchased for a Portfolio are in a
fungible bulk of securities registered in the name of the Custodian (or its nominee) or
shown on the Custodian’s account on the books of a Depository, the Book-Entry System or a
Sub-Custodian, the Custodian shall maintain such records as are necessary to enable it to
identify the quantity of those securities held for such Portfolio. In the absence of the
filing in writing with the Custodian by the Fund of exceptions or objections to any such
statement within 90 days after the date that a material defect is reasonably discoverable,
the Fund shall be deemed to have approved such statement; and in such case or upon written
approval of the Fund of any such statement the Custodian shall, to the extent permitted by
law and provided the Custodian has met the standard of care in Section 16 hereof, be
released, relieved and discharged with respect to all matters and things set forth in such
statement as though such statement had been
settled by the decree of a court of competent jurisdiction in an action in which the Fund
and all persons having any equity interest in the Fund were parties.
(e) Registration of Securities and Physical Separation. All Securities held for a
Portfolio which are issued or issuable only in bearer form, except such Securities as are
held in the Book-Entry System, shall be held by the Custodian or
a Sub-Custodian in that
form; all other Securities held for a Portfolio may be registered in the name of that
Portfolio, in the name of any duly appointed registered nominee of the Custodian or a
Sub-Custodian as the Custodian or such Sub-Custodian may from time to time determine, or in
the name of the Book-Entry System or a Depository or their successor or successors, or
their nominee or nominees. The Fund reserves the right to instruct the Custodian as to the
method of registration and safekeeping of the Securities. The Fund agrees to furnish to
the Custodian appropriate instruments to enable the Custodian or any Sub-Custodian to hold
or deliver in proper form for transfer, or to register in the name of its registered
nominee or in the name of the Book-Entry System or a Depository, any Securities which the
Custodian of a Sub-Custodian may hold for the account of a Portfolio and which may from
time to time be registered in the name of a Portfolio. The Custodian shall hold all such
Securities specifically allocated to a Portfolio which are not held in the Book-Entry
System or a Depository in a separate account for such Portfolio in the name of such
Portfolio physically segregated at all times from those of any other person or persons.
(f) Segregated Accounts. Upon receipt of an Instruction, the Custodian will
establish segregated accounts on behalf of a Portfolio to hold liquid or other assets as it
shall be directed by such Instruction and shall increase or decrease the assets in such
segregated accounts only as it shall be directed by subsequent Instruction.
(g) Collection of Income and Other Matters Affecting Securities. Except as
otherwise provided in an Instruction, the Custodian, by itself or through the use of the
Book-Entry System or a Depository with respect to Securities therein maintained, shall, or
shall instruct the relevant Sub-Custodian to:
1. Collect all income due or payable with respect to Securities in accordance with
this Agreement;
2. Present for payment and collect the amount payable upon all Securities which may
mature or be called, redeemed or retired, or otherwise become payable;
3. Surrender Securities in temporary form for derivative Securities;
4. Execute any necessary declarations or certificates of ownership under the
federal income tax laws or the laws or regulations of any other taxing authority
now or hereafter in effect; and
5. Hold directly, or through the Book-Entry System or a Depository with respect to
Securities therein deposited, for the account of each Portfolio all rights and
similar Securities issued with respect to any Securities held by the Custodian or
relevant Sub-Custodian for each Portfolio.
(h) Delivery of Securities and Evidence of Authority. Upon receipt of an
Instruction, the Custodian, directly or through the use of the Book-Entry System or a
Depository, shall, or shall instruct the relevant Sub-Custodian to:
1. Execute and deliver or cause to be executed and delivered to such persons as may
be designated in such Instructions, proxies, consents, authorizations, and any
other instruments whereby the authority of the Fund as owner of any Securities may
be exercised;
2. Deliver or cause to be delivered any Securities held for a Portfolio in exchange
for other Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, merger, consolidation or recapitalization of any
corporation, or the exercise of any conversion privilege;
3. Deliver or cause to be delivered any Securities held for a Portfolio to any
protective committee, reorganization committee or other person in connection with
the reorganization, refinancing, merger, consolidation or recapitalization or sale
of assets of any corporation, and receive and hold under the terms of this
Agreement in the separate account for each such Portfolio certificates of deposit,
interim receipts or other instruments or documents as may be issued to it to
evidence such delivery;
4. Make or cause to be made such transfers or exchanges of the assets specifically
allocated to the separate account of a Portfolio and take such other steps as shall
be stated in written Instructions to be for the purpose of effectuating any duly
authorized plan of liquidation, reorganization, merger, consolidation or
recapitalization of the Fund;
5. Deliver Securities upon sale of such Securities for the account of a Portfolio
pursuant to Section 7;
6. Deliver Securities upon the receipt of payment in connection with any repurchase
agreement related to such Securities entered into on behalf of a Portfolio;
7. Deliver Securities of a Portfolio to the issuer thereof or its agent when such
Securities are called, redeemed, retired or otherwise become
payable; provided, however, that in any such case the cash or other consideration
is to be delivered to the Custodian or Sub-Custodian, as the case may be;
8. Deliver Securities for delivery in connection with any loans of securities made
by a Portfolio but only against receipt of adequate collateral as agreed upon from
time to time by the Custodian and the Fund
which may be in the form of cash or
obligations issued by the United States Government, its agencies or
instrumentalities or other acceptable collateral as agreed upon;
9. Deliver Securities for delivery as security in connection with any borrowings by
a Portfolio requiring a pledge of Portfolio assets, but only against receipt of the
amounts borrowed;
10. Deliver Securities to the Transfer Agent or its designee or to the holders of
Shares in connection with distributions in kind, in satisfaction of requests by
holders of Shares for repurchase or redemption;
11. Deliver Securities for any other proper business purpose, but only upon receipt
of, in addition to written Instructions, a copy of a resolution or other
authorization of the Fund certified by the Secretary of the Fund, specifying the
Securities to be delivered, setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper business purpose, and naming the
person or persons to whom delivery of such Securities shall be made.
(i) Endorsement and Collection of Checks, Etc. The Custodian is hereby authorized
to endorse and collect all checks, drafts or other orders for the payment of money received
by the Custodian for the account of a Portfolio.
(j) Taxes. The Custodian is hereby authorized to pay or withhold any income or
other taxes required to be withheld on investments or transactions of the Fund. The
Custodian shall use reasonable efforts to reduce withholding at source, where available
under applicable tax treaties, laws and regulations, or with respect to non-U.S. source
income, to file for and obtain refunds of any taxes withheld to which the Fund may be
entitled under applicable tax treaties, laws and regulations. The Fund shall provide the
Custodian with any documentation and information Custodian may reasonably require to
perform its duties under this paragraph, and Custodian may rely upon such documentation and
information without further inquiry. Except as provided above, Custodian shall have no
duty to file any tax information, reports, returns or other filings of any kind except
where it is directed by the Fund and Custodian consents in writing to do so.
(j) Execution of Required Documents. The Custodian is hereby authorized to execute
any and all applications or other documents required by a regulatory agency or similar
entity as a condition of making investments in the foreign market under such entity’s
jurisdiction.
| 7. | Purchase and Sale of Securities. |
(a) Promptly after the purchase of Securities, the Fund or its designee shall deliver to
the Custodian an Instruction specifying with respect to each such
purchase: (1) the name of
the Portfolio to which such Securities are to be specifically allocated; (2) the name of
the issuer and the title of the Securities; (3) the number of shares or the principal
amount purchased and accrued interest, if any; (4) the date of purchase and settlement; (5)
the purchase price per unit; (6) the total amount payable upon such purchase; and (7) the
name of the person from whom or the broker through whom the purchase was made, if any. The
Custodian or specified Sub-Custodian shall receive the Securities purchased by or for a
Portfolio and upon receipt thereof (or upon receipt of advice from a Depository or the
Book-Entry System that the Securities have been transferred to the Custodian’s account)
shall pay to the broker or other person specified by the Fund or its designee out of the
moneys held for the account of such Portfolio the total amount payable upon such purchase,
provided that the same conforms to the total amount payable as set forth in such
Instruction.
(b) Promptly after the sale of Securities, the Fund or its designee shall deliver to the
Custodian an Instruction specifying with respect to each such sale: (1) the name of the
Portfolio to which the Securities sold were specifically allocated; (2) the name of the
issuer and the title of the Securities; (3) the number of shares or principal amount sold,
and accrued interest, if any; (4) the date of sale; (5) the sale price per unit; (6) the
total amount payable to the Portfolio upon such sale; and (7) the name of the broker
through whom or the person to whom the sale was made. The Custodian or relevant
Sub-Custodian shall deliver or cause to be delivered the Securities to the broker or other
person designated by the Fund upon receipt of the total amount payable to such Portfolio
upon such sale, provided that the same conforms to the total amount payable to such
Portfolio as set forth in such Instruction. Subject to the foregoing, the Custodian or
relevant Sub-Custodian may accept payment in such form as shall be satisfactory to it, and
may deliver Securities and arrange for payment in accordance with the customs prevailing
among dealers in Securities.
(c) Notwithstanding (a) and (b) above, cash in any of the Portfolios may be invested by the
Custodian for short term purposes pursuant to standing Instructions from the Fund.
| 8. | Lending of Securities. | |
| If the Fund and the Custodian enter into a separate written agreement authorizing the Custodian to lend Securities, the Custodian may lend Securities pursuant to such agreement. Such agreement must be approved by the Fund in the manner required by any applicable law, regulation or administrative pronouncement, and may provide for the payment of additional reasonable compensation to the Custodian. |
| 9. | Investment in Futures, Options on Futures and Options |
| The Custodian shall pursuant to Instructions (which may be standing instructions) (i) with respect to futures or options on futures, transfer initial margin to a futures commission merchant or safekeeping bank or, with respect to options, transfer collateral to a broker; (ii) pay or demand variation margin to or from a designated futures commission merchant or other broker based on daily marking to market calculations and in accordance with accepted industry practices; and (iii) subject to the Custodian’s consent, enter into separate procedural, safekeeping or other agreements with respect to the custody of initial margin deposits or collateral in transactions involving futures contracts or options, as the case may be. The Custodian shall have no custodial or investment responsibility for any assets transferred to a safekeeping bank, futures commission merchant or broker pursuant to this paragraph. In addition, in connection with options transactions in a Portfolio, the Custodian is authorized to pledge assets of the Portfolio as collateral for such transactions in accordance with industry practice. | ||
| 10. | Provisional Credits and Debits. |
(a) The Custodian is authorized, but shall not be obligated, to credit the account of a
Portfolio provisionally on payable date with interest, dividends, distributions,
redemptions or other amounts due. Otherwise, such amounts will be credited to the
Portfolio on the date such amounts are actually received and reconciled to the Portfolio.
In cases where the Custodian has credited a Portfolio with such amounts prior to actual
collection and reconciliation, the Fund acknowledges that the Custodian shall be entitled
to recover any such credit on demand from the Fund and further agrees that the Custodian
may reverse such credit if and to the extent that Custodian does not receive such amounts
in the ordinary course of business.
(b) The Fund recognizes that any decision to effect a provisional credit or an
advancement of the Custodian’s own funds under this agreement will be an accommodation
granted entirely at the Custodian’s option and in light of the particular circumstances,
which circumstances may involve conditions in different countries, markets and classes of
assets at different times. The Fund shall make the Custodian whole for any loss which it
may incur from granting such accommodations and acknowledges that the Custodian shall be
entitled to recover any relevant amounts from the Fund on demand. All amounts thus due to
the
Custodian shall be paid by the Fund from the account of the relevant Portfolio unless
otherwise paid on a timely basis and in that connection the Fund acknowledges that the
Custodian has a continuing lien on all assets of such Portfolio to secure such payments and
agrees that the Custodian may apply or set off against such amounts any amounts credited by
or due from the Custodian to the Fund. If funds in the Portfolio are insufficient to make
any such payment the Fund shall promptly deliver to the Custodian the amount of such
deficiency in immediately available funds when and as specified by the Custodian’s written
or oral notification to the Fund.
(c) In connection with the Custodian’s global custody service the Fund
will maintain deposits at the Custodian’s London Branch. The Fund
acknowledges and agrees that such deposits are payable only in the currency in
which an applicable deposit is denominated; that such deposits are payable only
on the Fund’s demand at the Custodian’s London Branch; that such deposits are
not payable at any of the Custodian’s offices in the United States; and that the
Custodian will not in any manner directly or indirectly promise or guarantee any
such payment in the United States.
The Fund further acknowledges and agrees that such deposits are subject to
cross-border risk, and therefore the Custodian will have no obligation to make
payment of deposits if and to the extent that the Custodian is prevented from
doing so by reason of applicable law or regulation or any Sovereign Risk event
affecting the London Branch or the currency in which the applicable deposit is
denominated. “Sovereign Risk” for this purpose means nationalization,
expropriation, devaluation, revaluation, confiscation, seizure, cancellation,
destruction or similar action by any governmental authority, de facto or de jure; or
enactment, promulgation, imposition or enforcement by any such governmental
authority of currency restrictions, exchange controls, taxes, levies or other charges
affecting the property rights of persons who are not residents of the affected
jurisdiction; or acts of war, terrorism, insurrection or revolution; or any other act
or event beyond the Custodian’s control.
THE FUND ACKNOWLEDGES AND AGREES THAT DEPOSIT
ACCOUNTS MAINTAINED AT FOREIGN BRANCHES OF UNITED
STATES BANKS (INCLUDING, IF APPLICABLE, ACCOUNTS IN WHICH
CUSTOMER FUNDS FOR THE PURCHASE OF SECURITIES ARE HELD
ON AND AFTER CONTRACTUAL SETTLEMENT DATE), ARE NOT
INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION; MAY NOT BE GUARANTEED BY ANY LOCAL
OR FOREIGN GOVERNMENTAL AUTHORITY; ARE UNSECURED; AND IN A
LIQUIDATION MAY BE SUBORDINATED IN PRIORITY OF PAYMENT
TO DOMESTIC (U.S.- DOMICILED) DEPOSITS. THEREFORE,
BENEFICIAL OWNERS OF SUCH FOREIGN BRANCH DEPOSITS MAY BE
UNSECURED CREDITORS OF THE NORTHERN TRUST COMPANY.
Deposit account balances that are owned by United States residents are
expected to be maintained in an aggregate amount of at least $100,000 or the
equivalent in other currencies.
| 11. | Payment of Dividends or Distributions. |
(a) In the event that the Board of Directors of the Fund (or a committee thereof)
authorizes the declaration of dividends or distributions with respect to a Portfolio, an
Authorized Person shall provide the Custodian with Instructions
specifying the record date,
the date of payment of such distribution and the total amount payable to the Transfer Agent
or its designee on such payment date.
(b) Upon the payment date specified in such Instructions, the Custodian shall pay the total
amount payable to the Transfer Agent or its designee out of the moneys specifically
allocated to and held for the account of the appropriate Portfolio.
| 12. | Sale and Redemption of Shares. |
(a) Whenever the Fund shall sell any Shares, the Fund shall deliver or cause to be
delivered to the Custodian an Instruction specifying the name of the Portfolio whose Shares
were sold and the amount to be received by the Custodian for the sale of such Shares.
(b) Upon receipt of such amount from the Transfer Agent or its designee, the Custodian
shall credit such money to the separate account of the Portfolio specified in the
Instruction described in paragraph (a) above.
(c) Upon issuance of any Shares in accordance with the foregoing provisions of this Section
12, the Custodian shall pay all original issue or other taxes required to be paid in
connection with such issuance upon the receipt of an Instruction specifying the amount to
be paid.
(d) Except as provided hereafter, whenever any Shares are redeemed, the Fund shall deliver
or cause to be delivered to the Custodian an Instruction specifying the name of the
Portfolio whose Shares were redeemed and the total amount to be paid for the Shares
redeemed.
(e) Upon receipt of an Instruction described in paragraph (d) above, the Custodian shall
pay to the Transfer Agent (or such other person as the Transfer Agent directs) the total
amount specified in such Instruction. Such payment shall be made from the separate account
of the Portfolio specified in such Instruction.
| 13. | Indebtedness. |
(a) The Fund or its designee will cause to be delivered to the Custodian by any bank
(excluding the Custodian) from which the Fund borrows money, using Securities as
collateral, a notice or undertaking in the form currently employed by any such bank setting
forth the amount which such bank will loan to the Fund against delivery of a stated amount
of collateral. The Fund shall promptly deliver to the Custodian an Instruction stating
with respect to each such borrowing: (1) the name of the Portfolio for which the borrowing
is to be made; (2) the name of the bank; (3) the amount and terms of the borrowing, which
may be set forth by incorporating by reference an attached promissory note, duly endorsed
by the Fund, or other loan agreement; (4) the time and date, if known, on which the loan
is
to be entered into (the “borrowing date”); (5) the date on which the loan becomes due and
payable; (6) the total amount payable to the Fund for the separate account of the Portfolio
on the borrowing date; (7) the market value of Securities to be delivered as collateral for
such loan, including the name of the issuer, the title and the number of shares or the
principal amount of any particular Securities; (8) whether the Custodian is to deliver such
collateral through the Book-Entry System or a Depository; and (9) a statement that such
loan is in conformance with the 1940 Act and the Prospectus.
(b) Upon receipt of the Instruction referred to in paragraph (a) above, the Custodian shall
deliver on the borrowing date the specified collateral and the executed promissory note, if
any, against delivery by the lending bank of the total amount of the loan payable, provided
that the same conforms to the total amount payable as set forth in the Instruction. The
Custodian may, at the option of the lending bank, keep such collateral in its possession,
but such collateral shall be subject to all rights therein given the lending bank by virtue
of any promissory note or loan agreement. The Custodian shall deliver as additional
collateral in the manner directed by the Fund from time to time such Securities
specifically allocated to such Portfolio as may be specified in the Instruction to
collateralize further any transaction described in this Section 13. The Fund shall cause
all Securities released from collateral status to be returned directly to the Custodian,
and the Custodian shall receive from time to time such return of collateral as may be
tendered to it. In the event that the Fund fails to specify in such Instruction all of the
information required by this Section 13, the Custodian shall not be under any obligation to
deliver any Securities. Collateral returned to the Custodian shall be held hereunder as it
was prior to being used as collateral.
| 14. | Corporate Action. | |
| Whenever the Custodian or any Sub-Custodian receives information concerning Securities held for a Portfolio which requires discretionary action by the beneficial owner of the Securities (other than a proxy), such as subscription rights, bond issues, stock repurchase plans and rights offerings, or legal notices or other material intended to be transmitted to Securities holders (“Corporate Actions”), the Custodian will give the Fund or its designee notice of such Corporate Actions to the extent that the Custodian’s central corporate actions department has actual knowledge of a Corporate Action in time to notify the Fund. | ||
| When a rights entitlement or a fractional interest resulting from a rights issue, stock dividend, stock split or similar Corporate Action which bears an expiration date is received, the Custodian will endeavor to obtain an Instruction relating to such Corporate Action from an Authorized Person, but if such Instruction is not received in time for the Custodian to take timely action, or actual notice of such Corporate Action was received too late to seek such an Instruction, the Custodian is authorized to sell, or cause a Sub-Custodian to sell, such rights entitlement or |
| fractional interest and to credit the applicable account with the proceeds and to take any other action it deems, in good faith, to be appropriate, in which case, provided it has met the standard of care in Section 16 hereof, it shall be held harmless by the particular Portfolio involved for any such action. |
| The Custodian will deliver proxies to the Fund or its designated agent pursuant to special arrangements which may have been agreed to in writing between the parties hereto. Such proxies shall be executed in the appropriate nominee name relating to Securities registered in the name of such nominee but without indicating the manner in which such proxies are to be voted; and where bearer Securities are involved, proxies will be delivered in accordance with an applicable Instruction, if any. | ||
| 15. | Persons Having Access to the Portfolios. |
(a) Neither the Fund nor any officer, director, employee or agent of the Fund, the Fund’s
investment adviser, or any sub-investment adviser, shall have physical access to the assets
of any Portfolio held by the Custodian or any Sub-Custodian or be authorized or permitted
to withdraw any investments of a Portfolio, nor shall the Custodian or any Sub-Custodian
deliver any assets of a Portfolio to any such person. No officer, director, employee or
agent of the Custodian who holds any similar position with the Fund’s investment adviser,
with any sub-investment adviser of the Fund or with the Fund shall have access to the
assets of any Portfolio.
(b) Nothing in this Section 15 shall prohibit any Authorized Person from giving
Instructions to the Custodian so long as such Instructions do not result in delivery of or
access to assets of a Portfolio prohibited by paragraph (a) of this Section 15.
(c) The Custodian represents that it maintains a system that is reasonably designed to
prevent unauthorized persons from having access to the assets that it holds (by any means)
for its customers.
| 16. | Concerning the Custodian. |
(a) Scope of Services. The Custodian shall be obligated to perform only such
services as are set forth in this Agreement or expressly contained in an Instruction given
to the Custodian which is not contrary to the provisions of this Agreement.
(b) Standard of Care.
1. The Custodian will use reasonable care, prudence and diligence with respect to
its obligations under this Agreement and the safekeeping of property of the
Portfolios. The Custodian shall be liable to, and shall indemnify and hold
harmless the Fund from and against any loss which
shall occur as the result of the
failure of the Custodian or a Sub-Custodian to exercise reasonable care, prudence
and diligence with respect to their respective obligations under this Agreement and
the safekeeping of such property. The determination of whether the Custodian or
Sub-Custodian has exercised reasonable care, prudence and diligence in connection
with their obligations under this Agreement shall be made in light of prevailing
standards applicable to professional custodians in the jurisdiction in which such
custodial services are performed. In the event of any loss to the Fund by reason
of the failure of the Custodian or a Sub-Custodian to exercise reasonable care,
prudence and diligence, the Custodian shall be liable to the Fund only to the
extent of the Fund’s direct damages and expenses, which damages, for purposes of
property only, shall be determined based on the market value of the property which
is the subject of the loss at the date of discovery of such loss and without
reference to any special condition or circumstances.
2. The Custodian will not be responsible for any act, omission, or default of, or
for the solvency of, any central securities depository or clearing agency.
3. The Custodian will not be responsible for any act, omission, or default of, or
for the solvency of, any broker or agent (not referred to in paragraph (b)(2)
above) which it or a Sub-Custodian appoints and uses unless such appointment and
use is made or done negligently or in bad faith. In the event such an appointment
and use is made or done negligently or in bad faith, the Custodian shall be liable
to the Fund only for direct damages and expenses (determined in the manner
described in paragraph (b)(1) above) resulting from such appointment and use and,
in the case of any loss due to an act, omission or default of such agent or broker,
only to the extent that such loss occurs as a result of the failure of the agent or
broker to exercise reasonable care (“reasonable care” for this purpose to be
determined in light of the prevailing standards applicable to
agents or brokers, as appropriate, in the jurisdiction where the services are
performed).
4. The Custodian shall be entitled to rely, and may act, upon the advice of counsel
(who may be counsel for the Fund) on any matter in connection with an instruction,
direction or request by the Fund and shall be without liability for any action
reasonably taken or omitted in good faith and without negligence pursuant to such
advice.
5. The Custodian shall be entitled to rely upon any Instruction it receives
pursuant to the applicable Sections of this Agreement that it reasonably believes
to be genuine and to be from an Authorized Person. In the event that the Custodian
receives oral Instructions, the Fund or its
designee shall cause to be delivered to
the Custodian, by the close of business on the same day that such oral Instructions
were given to the Custodian, written Instructions confirming such oral
Instructions, whether by hand delivery, telex or otherwise. The Fund agrees that
the fact that no such confirming written Instructions are received by the Custodian
shall in no way affect the validity of the transactions or enforceability of the
transactions hereby authorized by the Fund. The Fund agrees that the Custodian
shall incur no liability to the Fund in connection with (i) acting upon oral
Instructions given to the Custodian hereunder, provided such instructions
reasonably appear to have been received from an Authorized Person or (ii) deciding
not to act solely upon oral Instructions, provided that the Custodian first
contacts the giver of such oral Instructions and requests written confirmation
immediately following any such decision not to act.
6. The Custodian shall supply the Fund or its designee with such daily information
regarding the cash and Securities positions and activity of each Portfolio as the
Custodian and the Fund or its designee shall from time to time agree. It is
understood that such information will not be audited by the Custodian and the
Custodian represents that such information will be the best information then
available to the Custodian. The Custodian shall have no responsibility whatsoever
for the pricing of Securities, accruing for income, valuing the effect of Corporate
Actions, or for the failure of the Fund or its designee to reconcile differences
between the information supplied by the Custodian and information obtained by the
Fund or its designee from other sources, including but not limited to pricing
vendors and the Fund’s investment adviser. Subject to the foregoing, to the extent
that any miscalculation by the Fund or its designee of a Portfolio’s net asset
value is attributable to the willful misfeasance, bad faith or negligence of the
Custodian (including any Sub-Custodian ) in supplying or omitting to supply the
Fund or its designee with information
as aforesaid, the Custodian shall be liable to the Fund for any resulting loss
(subject to such de minimis rule of change in value as the Board of Directors may
from time to time adopt).
(c) Limit of Duties. Without limiting the generality of the foregoing, the
Custodian shall be under no duty or obligation to inquire into, and shall not be liable
for:
1. The validity of the issue of any Securities purchased by any Portfolio, the
legality of the purchase thereof, or the propriety of the amount specified by the
Fund or its designee for payment therefor;
2. The legality of the sale of any Securities by any Portfolio or the propriety of
the amount of consideration for which the same are sold;
3. The legality of the issue or sale of any Shares, or the sufficiency of the
amount to be received therefor;
4. The legality of the redemption of any Shares, or the propriety of the amount to
be paid therefor;
5. The legality of the declaration or payment of any dividend or distribution by
the Fund; or
6. The legality of any borrowing.
(d) The Custodian need not maintain any insurance for the exclusive benefit of the Fund,
but hereby warrants that as of the date of this Agreement it is maintaining a bankers
Blanket Bond and hereby agrees to notify the Fund in the event that such bond is canceled
or otherwise lapses.
(e) Consistent with and without limiting the language contained in Section 16(a), it is
specifically acknowledged that the Custodian shall have no duty or responsibility to:
1. Question any Instruction or make any suggestions to the Fund or an Authorized
Person regarding any Instruction;
2. Supervise or make recommendations with respect to investments or the retention
of Securities;
3. Subject to Section 16(b)(3) hereof, evaluate or report to the Fund or an
Authorized Person regarding the financial condition of any broker, agent or other
party to which Securities are delivered or payments are made pursuant to this
Agreement; or
4. Review or reconcile trade confirmations received from brokers.
(f) Amounts Due from or to Transfer Agent. The Custodian shall not be under any
duty or obligation to take action to effect collection of any amount due to any Portfolio
from the Transfer Agent or its designee nor to take any action to effect payment or
distribution by the Transfer Agent or its designee of any amount paid by the Custodian to
the Transfer Agent in accordance with this Agreement.
(g) No Duty to Ascertain Authority. The Custodian shall not be under any duty or
obligation to ascertain whether any Securities at any time delivered to or held by it for
the Fund and specifically allocated to a Portfolio are such as may properly be held by the
Fund under the provisions of the Articles of Incorporation and the Prospectus.
(h) Indemnification. The Fund agrees to indemnify and hold the Custodian harmless
from all loss, cost, taxes, charges, assessments, claims, and liabilities (including,
without limitation, liabilities arising under the Securities Act of 1933, the Securities
Exchange Act of 1934 and the 1940 Act and state or foreign securities laws) and expenses
(including reasonable attorneys fees and disbursements) arising directly or indirectly from
any action taken or omitted by the Custodian (i) at the request or on the direction of or
in reliance on the advice of the Fund or in reasonable reliance upon the Prospectus or (ii)
upon an Instruction; provided, that the foregoing indemnity shall not apply to any loss,
cost, tax, charge, assessment, claim, liability or expense to the extent the same is
attributable to the Custodian’s or any Sub-Custodian’s negligence, willful misconduct, bad
faith or reckless disregard of duties and obligations under this Agreement or any other
agreement relating to the custody of Fund property.
(i) The Fund agrees to hold the Custodian harmless from any liability or loss resulting
from the imposition or assessment of any taxes or other governmental charges on a
Portfolio.
(j) Without limiting the foregoing, the Custodian shall not be liable for any loss which
results from:
1. the general risk of investing;
2. subject to Section 16(b) hereof, investing or holding property in a particular
country including, but not limited to, losses resulting from nationalization,
expropriation or other governmental actions; regulation of the banking or
securities industry; currency restrictions, devaluations or fluctuations; and
market conditions which prevent the orderly execution of securities transactions or
affect the value of property held pursuant to this Agreement; or
3. consequential, special or punitive damages for any act or failure to act under
any provision of this Agreement, even if advised of the possibility thereof.
(k) Force Majeure. No party shall be liable to the other for any delay in
performance, or non- performance, of any obligation hereunder to the extent that the same
is due to forces beyond its reasonable control, including but not limited to delays, errors
or interruptions caused by the other party or third parties, any industrial, juridical,
governmental, civil or military action, acts of terrorism, insurrection or revolution,
nuclear fusion, fission or radiation, failure or fluctuation in electrical power, heat,
light, air conditioning or telecommunications equipment, or acts of God.
(1) Inspection of Books and Records. The Custodian shall create and maintain all
records relating to its activities and obligations under this Agreement
in such manner as
will meet the obligations of the Fund under the 1940 Act, with particular attention to
Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, and under applicable federal and
state laws. All such records shall be the property of the Fund and shall at all times
during regular business hours of the Custodian be open for inspection by duly authorized
officers, employees and agents of the Fund and by the appropriate employees of the
Securities and Exchange Commission. The Custodian shall, at the Fund’s request, supply the
Fund with a tabulation of Securities and shall, when requested to do so by the Fund and for
such compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.
(m) Accounting Control Report. The Custodian shall provide, promptly, upon request
of the Fund, such reports as are available concerning the internal accounting controls and
financial strength of the Custodian.
| 17. | Term and Termination. |
(a) This Agreement shall become effective on the date first set forth above (the “Effective
Date”) and shall continue in effect thereafter for an initial two (2) year period from that
date, unless earlier terminated pursuant to the terms of this Agreement. The Agreement
shall remain in full force from year to year thereafter, subject to annual review by Beacon
Hill and the Board. This Agreement may be terminated by either party by providing the
other party with at least sixty (60) days written notice of termination, specifying the
date of such termination.
(b) Either of the parties hereto may terminate this Agreement for “cause”. For purposes of
this Agreement, “cause” shall mean (a) a material breach of this Agreement that has not
been remedied for thirty (30) days following written notice of such breach from the
non-breaching party; (b) a final unappealable
judicial, regulatory or administrative ruling or order in which the party to be terminated
has been found guilty of criminal or unethical behavior in the conduct of its custodial
business; or (c) financial difficulties on the part of the party to be terminated which are
reasonably evidenced.
(c) Upon termination of this Agreement pursuant to this Section 17, the Custodian shall
deliver directly to the successor custodian all Securities and moneys then held by the
Custodian and specifically allocated to the Portfolio or Portfolios specified, after
deducting all fees, expenses and other amounts for the payment or reimbursement of which it
shall then be entitled with respect to such Portfolio or Portfolios.
| 18. | Miscellaneous. |
(a) Except as otherwise required by law or in connection with any required disclosure
to a banking or other regulator, Custodian agrees to treat confidential all records and
other information relative to the Fund’s prior, present or potential shareholders, and to
not use such records and information for any purpose other than performance of
Custodian’s responsibilities and duties hereunder. Custodian may seek a waiver of such
confidentiality provisions by furnishing reasonable prior notice to the Fund and
obtaining approval in writing from the Fund, which approval shall not be unreasonably
withheld. Waivers of confidentiality are automatically effective without further action
by Custodian where Custodian may be exposed to civil or criminal fines, contempt
proceedings or other liability for failure to comply, when requested to divulge such
information by duly constituted governmental authorities with respect to Internal Revenue
Service levies, subpoenas or similar actions, or with respect to requests by the Fund,
however Custodian agrees to provide the Fund with notice of such request when permitted
by applicable law.
(b) Annexed hereto as Schedule A is a certification signed by two of the present officers
of the Fund setting forth the names of the present Authorized Persons. The Fund agrees to
furnish to the Custodian a new certification in similar form in the event that any such
present Authorized Person ceases to be such an Authorized Person or in the event that other
or additional Authorized Persons are elected or appointed. Until such new certification is
received by the Custodian, the Custodian shall be fully protected in acting under the
provisions of this Agreement upon Instructions which Custodian reasonably believes were
given by an Authorized Person, as identified in the last delivered certification. Unless
such certification specifically limits the authority of an Authorized Person to specific
matters or requires that the approval of another Authorized Person is required, Custodian
shall be under no duty to inquire into the right of such person, acting alone, to give any
instructions whatsoever under this Agreement.
(c) Any notice or other instrument in writing, authorized or required by this Agreement to
be given to the Custodian, shall be sufficiently given if addressed to the Custodian and
mailed or delivered to it at its offices at its address stated on the first page hereof or
at such other place as the Custodian may from time to time designate in writing.
(d) Any notice or other instrument in writing, authorized or required by this Agreement to
be given to the Fund, shall be sufficiently given if addressed to the Fund and mailed or
delivered to it at its offices at its address shown on the first page hereof or at such
other place as the Fund may from time to time designate in writing.
(e) Except as expressly provided herein, Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with the same formality as
this Agreement.
(f) This Agreement shall extend to and shall be binding upon the parties hereto, and their
respective successors and assigns; provided, however, that this Agreement shall not be
assignable by the Fund without the written consent of the Custodian, or by the Custodian
without the written consent of the Fund, and any attempted assignment without such written
consent shall be null and void.
(g) This Agreement shall be construed in accordance with the laws of the State of Illinois.
(h) The captions of the Agreement are included for convenience of reference only and in no
way define or delimit any of the provisions hereof or otherwise affect their construction
or effect.
(i) This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but such counterparts shall, together, constitute only one
instrument.
(j) The Trust and the Custodian agree that the obligations of the Fund under this Agreement
shall not be binding upon or any member of the Board of Trustees or any shareholder,
nominee, officer, employee or agent, whether past, present or future, of the Trust
individually, but are binding only upon the assets and property of the Trust or of the
appropriate Fund(s) thereof. The execution and delivery of this Agreement have been duly
authorized by Trust and signed by an authorized officer of the Trust, acting as such, but
neither such authorization by the Trust nor such execution and delivery by such officer
shall be deemed to have been made by
any member of the Board of Trustees or by any officer or shareholder of the Trust
individually or to impose any liability on any of them personally, but shall bind only the
assets and property of the Trust or of the appropriate Fund(s) thereof
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective representatives duly authorized as of the day and year first above written.
| Advisers Investment Trust | ||||
| By: | /s/ Xxxxx X Xxxxxxxxx | |||
| Name: | Xxxxx X Xxxxxxxxx | |||
| Title: | President | |||
The undersigned, Xxxxx Xxxxxx, does hereby certify that he/she is the duly elected,
qualified and acting Secretary of Advisers Investment Trust and further certifies that the person
whose signature appears above is a duly elected, qualified and acting officer of the Trust with
full power and authority to execute this Custody Agreement on behalf of the Trust and to take such
other actions and execute such other documents as may be necessary to effectuate this Agreement.
Xxxxx
Xxxxxx Secretary |
| THE NORTHERN TRUST COMPANY | ||||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Vice President | |||
SCHEDULE A
CERTIFICATION OF AUTHORIZED PERSONS
Pursuant to paragraphs 1(b) and 18(a) of the Agreement, the undersigned officers of Advisers
Investment Trust hereby certify that the person(s) whose name(s) appear(s) below have been duly
authorized by the Board of Trustees to give Instructions on behalf of the Fund.
| NAME | ||
Certified as of the ____ day of _____________, 200__:
OFFICER:
|
OFFICER: | |
(Signature)
|
(Signature) | |
(Name)
|
(Name) | |
(Title)
|
(Title) |
SCHEDULE B
FUND PORTFOLIOS
FUND PORTFOLIOS
SCHEDULE C
FEE SCHEDULE
The following fee schedule, for services presumed to be “In-Scope”, was prepared based on
information provided by the Trust.
ASSUMPTIONS
| § | 1 fund | |
| § | $200 million in AUM in year one | |
| § | US and International Equities | |
| § | 40 holdings | |
| § | 15% turnover |
The following fee schedule for the provision of Custody is calculated on the clients total AUM.
Custody
Tier 1 First $100 million |
— | 0.75 basis points | ||||||
Tier 2 Next $400 million |
— | 0.75 basis points | ||||||
Tier 3 Next $500 million |
— | 0.75 basis points | ||||||
Tier 4 Over $1 billion |
— | 0.75 basis points | ||||||
Tier 5 Over $2 billion |
— | 0.60 basis points | ||||||
A minimum per fund fee of $150,000 will apply related to fund administration, fund accounting,
transfer agency and custody services provided through the
corresponding Northern Trust agreements.
The fees outlined above are based on the assumptions presented in section above.
EXCESS CASH MANAGEMENT PROPOSAL
Northern Trust provides excess U.S. dollar cash management services via its Institutional
Mutual Funds. The expense ratios on the Institutional Money Market funds range from 20-35 bps.
For non-U.S. dollar excess cash, Northern Trust offers competitive rates via interest bearing
deposits.
OTHER COSTS
A charge will be applied for:
| § | Market associated execution costs, not limited to but including stamp duty, securities re-registration charges, third-party foreign exchange, third-party fixed deposits, and proxy voting physical representation/ad hoc expenses will be passed through at cost if and as applicable. | ||
| § | Services required in respect of any directly held property, derivatives or venture capital/private equity portfolios will be evaluated and priced on a case by case business, according to the level of work involved. | ||
| § | The transactions involved in portfolio restructuring such as changing from US portfolio to Global | ||
| § | Additional pricing feeds — if per the direction of the Funds Northern Trust was required to obtain a pricing feed not already utilized by Northern Trust. | ||
| § | Special performance or financial reporting, if applicable. |
OUT OF POCKET EXPENSES
Customary out of pocket expenses will apply.
The obligations to pay the fees hereunder do not commence until the date of the initial public
sale of shares of each Fund.
SCHEDULE D
(Countries for which Custodian shall not have responsibility under
Section 3A for managing foreign custody arrangements)
Section 3A for managing foreign custody arrangements)
Ivory Coast
