BUSINESS MANAGEMENT AND GOVERNANCE SERVICES AGREEMENT
Exhibit 28.h.ii
BUSINESS MANAGEMENT AND GOVERNANCE SERVICES
AGREEMENT
AGREEMENT
AGREEMENT effective as of the 21st day of July, 2011, between Advisers Investment Trust (the
“Trust”), an Ohio business trust having its principal place of business at 0000 X. Xxxx Xxxxxx,
Xxxxx 000, Xxxxxxxx, Xxxx 00000, and Beacon Hill Fund Services, Inc. (“Beacon Hill”), an Ohio
corporation having its principal place of business at 0000 X. Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx,
Xxxx 00000.
WHEREAS, the Trust is a registered investment company, and is subject to the requirements of
the Investment Company Act of 1940, as amended, (the “1940 Act”), which requires each registered
investment company to, among other things, adopt policies and procedures that are reasonably
designed to prevent it from violating the Securities Act of 1933, the Securities Exchange Act of
1934, the Sarbanes Oxley Act of 2002 (“Sarbanes Oxley”), the 1940 Act, the Investment Advisers Act
of 1940, Title V of the Xxxxx-Xxxxx-Xxxxxx Act, any rules adopted by the Securities and Exchange
Commission (the “SEC”) under any of these statutes, the Bank Secrecy Act as it applies to
registered investment companies, and any rules adopted thereunder by the Commission or the
Department of the Treasury (collectively, the “Federal Securities Laws”). These policies and
procedures include policies and procedures that provide for the oversight of compliance by each
investment adviser, principal underwriter, administrator, and transfer agent of the Trust
(collectively, the “Service Providers”);
WHEREAS, the Trust desires to appoint Beacon Hill to perform fund governance and regulatory
oversight services for the series of the Trust managed by Independent Franchise Partners, LLP (the
“Adviser”) as now in existence and listed on Schedule A to this Agreement, as well as such
additional series as may be established by the Trust from time to time and managed by the Adviser
(each series a “Fund” and collectively, the “Funds”);
WHEREAS, the Trust desires to retain the services of Beacon Hill to assist in its compliance
with Federal Securities Laws;
WHEREAS, Beacon Hill and the Trust wish to enter into this Agreement in order to set forth the
terms under which Beacon Hill will perform the services enumerated herein on behalf of the Trust
and each of its investment portfolios as now in existence or as hereafter may be established from
time to time (each a “Fund”), however, Beacon Hill is authorized at its own expense to contract
with other service providers to perform any or all of the services described herein,
NOW,
THEREFORE, in consideration of the covenants herein contained, the Trust and Beacon Hill hereby agree as follows:
1. Fund Governance and Regulatory Oversight Services.
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Beacon Hill will serve as administrator or co-administrator to the Trust and will work with
the Trust to perform and coordinate Fund governance and regulatory oversight services
either directly or through working with the Trust’s services providers as outlined in
Schedule B.
2. Cooperation and Compliance.
The Trust shall cooperate with Beacon Hill and assist in obtaining the cooperation of the
Service Providers to the Trust, as well as Trust counsel, independent Trustee counsel and
the Trust’s independent accountants, and assist Beacon Hill in fulfilling its obligations
under this Agreement. In addition, the Trust shall provide Beacon Hill with appropriate
access to the executive officers and the Board, and to representatives of and to any
records, files and other documentation prepared by, Service Providers, which are or may be
necessary to fulfill Beacon Hill’s obligations under this Agreement.
While Beacon Hill will use its best efforts to provide guidance and advice under this
Agreement, for matters where Trust is responsible for certain actions, it is expressly
agreed and acknowledged that Beacon Hill cannot ensure that the Trust complies with
applicable Federal Securities Laws.
Except as expressly provided herein, the Trust assumes full responsibility for the
preparation, contents and distribution of its prospectuses and financial reports in
compliance with all applicable laws, rules and regulations of governmental authorities
having jurisdiction and for managing its funds, distributing its shares and otherwise
operating in compliance with all applicable laws, including but not limited to, the Federal
Securities Laws.
3. Officers.
(a) Provision of Fund Officer. At the election of the Board of Trustees of the
Trust (the “Board”), in connection with the services to be rendered by Beacon Hill in this
Agreement, Beacon Hill agrees to make available to the Trust and the Board one or more
persons to serve as officers of the Trust. Beacon Hill shall provide an appropriately
qualified employee or agent of Beacon Hill (or its affiliates) who, in the exercise of his
or her duties to the Trust, shall act in good faith in the best interests of the Trust
(“Fund Officer”). Beacon Hill shall assume sole responsibility for compensating the
officer directly.
(b) Termination of Fund Officer. In the event such person is: (1) terminated as a
Fund Officer by the Board in its sole discretion and for any reason, or (2) is terminated
as a Beacon Hill employee, Beacon Hill will employ reasonable good faith efforts to
promptly make another person available to serve as a Fund Officer, at the request of the
Board.
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(c) Trust obligations to Fund Officer. The Trust will provide copies of the
financial reports and all other books and records of the Trust as the Fund Officer deems
necessary or desirable in order to carry out his or her duties hereunder on behalf of the
Trust. The Trust shall cooperate with the Fund Officer and ensure the cooperation of the
service providers to the Trust, and assist the Fund Officer and Beacon Hill in preparing,
implementing and carrying out the duties of the Fund Officer. In addition, the Trust shall
provide the Fund Officer with appropriate access to the executive officers and Board of the
Trust, and to representatives of and to any records, files and other documentation prepared
by service providers, which are or may be related to the service provided under this
Agreement.
(d) Additional Provisions Concerning Executive Officers. It is mutually agreed and
acknowledged by the parties that the Fund Officer contemplated in this Agreement will be an
executive officer of the Trust (“Executive Officer”) either through incorporation documents
or specifically through board resolutions. The provisions of Section 2 are subject to the
internal governance policies of Beacon Hill concerning the activities of its employees and
their service as officers of unaffiliated funds (the “Beacon Hill Governance Policies), a
copy of which shall be provided to the Trust upon request. The Trust’s governing documents
(including its Agreement and Declaration of Trust and By-Laws) and/or resolutions of its
Board shall contain mandatory indemnification provisions that are applicable to each
Executive Officer, that are designed and intended to have the effect of fully indemnifying
him or her and holding him or her harmless with respect to any claims, liabilities and
costs arising out of or relating to his or her service in good faith in a manner reasonably
believed to be in the best interests of the Trust, except to the extent he or she would
otherwise be liable to the Trust by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or her
office.
The Trust shall provide coverage to the Executive Officer under its directors’ and
officers’ liability policy that is appropriate to the Executive Officer’s role and title,
and consistent with coverage applicable to the other officers holding positions of
executive management.
In appropriate circumstances, the Executive Officer shall have the discretion to resign
from his or her position, in the event that he or she reasonably determines that there has
been or is likely to be: (a) a situation in which the Executive Officer would be forced to
materially deviate from the Beacon Hill Governance Policies, (b) an ongoing pattern of
conduct by the Trust, other Trust officers, or service providers involving the continuous
or repeated violation of applicable federal securities laws or (c) a material deviation by
the Trust from the terms of this Agreement governing the services of the Executive Officer
that is not caused by the Executive Officer or Beacon Hill. In addition, the Executive
Officer shall have reasonable discretion to resign from his or her position in the event
that he or she determines that he or she has not received sufficient cooperation from the
Trust,
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or its service providers to make an informed determination regarding any of the matters
listed above.
The Executive Officer may, and the Trust shall, promptly notify Beacon Hill of any issue,
matter or event that would be reasonably likely to result in any claim by the Trust, one or
more Trust shareholder(s) or any third party which involves an allegation that the
Executive Officer failed to exercise his or her obligations to the Trust in a manner
consistent with applicable laws (including but not limited to any claim that a Report
failed to meet the standards of applicable laws).
It is expressly agreed and acknowledged that Beacon Hill (a) cannot ensure that the Trust
complies with applicable federal securities laws, and (b) whenever an employee or agent of
Beacon Hill serves as an Executive Officer of the Trust, as long as the Executive Officer
acts in good faith and in a manner reasonably believed to be in the best interests of the
Trust, the Trust shall indemnify the Executive Officer and Beacon Hill and hold the
Executive Officer and Beacon Hill harmless from any loss, liability, expenses (including
reasonable attorneys fees) and damages incurred by them arising out of or related to the
service of such employee or agent of Beacon Hill as an Executive Officer of the Trust,
except to the extent such indemnification would be illegal, impermissible or improper under
the federal securities laws, as interpreted by the SEC.
4. Fees and Expenses.
Beacon Hill shall be entitled to receive from the Trust fees and out of pocket expenses set
forth on Schedule C hereto, reflecting the amounts charged by Beacon Hill for the
performance of services under this Agreement. All rights of compensation under this
Agreement for services performed and for expense reimbursement shall survive the
termination of this Agreement. In the event of termination of this Agreement pursuant to
Section 5, the Trust shall reimburse Beacon Hill for reasonable expenses related to its
activities in effecting such termination, including without limitation, the delivery to the
Trust and/or its distributor, investment adviser and/or other parties of the Trust’s
property, records, instruments and documents.
Trust shall be responsible for paying expenses of the Trust not otherwise allocated herein,
including without limitation, organization costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and mailing reports,
prospectuses, statements of additional information, proxy solicitation material and notices
to existing shareholders, all expenses incurred in connection with issuing and redeeming
shares, the costs of custodial services, the cost of initial and ongoing registration of
the shares under Federal and state securities laws, fees and out-of-pocket expenses of
Trustees, insurance, interest, brokerage costs, litigation and other extraordinary or
nonrecurring expenses, and all fees and charges of investment advisers.
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5. Information to be Furnished by the Trust and Record Keeping.
(a) The Trust has furnished or shall promptly furnish to Beacon Hill copies of the Trust’s
foundational documents, including but not limited to, the Declaration of Trust, the Bylaws,
various policies and procedures of the Trust that have been adopted, the current
prospectuses, statement of additional information, the most recent annual and semi-annual
reports and any amendments to these documents herein (hereinafter “Trust Documents”). The
Trust shall also furnish a list of officers and persons authorized to act on behalf of the
Trust.
(b) The Trust shall furnish Beacon Hill written copies of any amendments to, or changes in,
any of the items referred to in Section 5, upon such amendments or changes becoming
effective which will have the effect of changing the procedures employed by Beacon Hill in
providing the services or performing its duties under this Agreement.
(c) Beacon Hill may rely on all documents furnished to it by the Trust and its agents in
connection with the services to be provided under this Agreement, including any amendments
to or changes in any of the items to be provided by the Trust pursuant to Section 5, and
shall be entitled to indemnification in accordance with Section 9 below with regard to such
reliance.
(d) Beacon Hill shall maintain records in connection with its duties as specified in this
Agreement. Any records required to be maintained and preserved shall be the property of
the Trust and will be surrendered promptly to the Trust on request, and made available for
inspection by the Trust or by applicable regulators at reasonable times. In case of any
request for the inspection of such records by another party, Beacon Hill shall notify the
Trust and follow the Trust’s instructions as to permitting or refusing such inspection;
provided that Beacon Hill may share such records in any case as outlined in Section 10.
6. Term and Termination.
The compliance services to be rendered by Beacon Hill under this Agreement shall commence
upon the date of this Agreement and shall continue in effect for an initial two (2)
year-period from that date, unless earlier terminated pursuant to the terms of this
Agreement. The Agreement will remain in full force from year to year thereafter, subject to
annual approval by Beacon Hill and the Board. The Agreement may be terminated by either
party by providing the other party with ninety (90) days written notice of termination. In
the event that the Agreement is terminated by the Trust prior to the end of the term of the
Agreement, Trust agrees to pay Beacon Hill the remainder of the unpaid fees due pursuant to
Schedule C.
In addition, both parties agree that this Agreement may be terminated for cause. For
purposes of this Agreement, cause shall mean (a) a material breach of this
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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 business; or (c) financial
difficulties on the part of the party to be terminated which are reasonably evidenced.
7. Notice
Any notice provided hereunder shall be sufficiently given when mailed to the party required
to be served with such notice at the following address: if to the Trust, to the address
listed at the signature block below and if to Beacon Hill, at 0000 X. Xxxx Xxxxxx, Xxxxx
000, Xxxxxxxx, Xxxx 00000; Attn: President, or at such other address as such party may from
time to time specify in writing to the other party pursuant to this Section.
8. Governing Law and Matters Relating to the Trust as an Ohio Business Trust.
This Agreement shall be construed in accordance with the laws of the State of Ohio and the
Federal Securities Laws. To the extent that the applicable laws of the State of Ohio, or
any of the provisions herein, conflict with the applicable provisions of Federal Securities
Laws, the latter shall control. It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall bind only the trust property of the
Trust. The execution and delivery of this Agreement have been authorized by the Trustees,
and this Agreement has been signed and delivered by an authorized officer of the Trust.
The term “Advisers Investment Trust” means and refers to the Trustees from time to time
serving under the Trust’s Declaration of Trust as the same may be amended. It is expressly
agreed that the obligations of the Trust hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Trust personally,
but bind only the property of the Trust, as provided in the Declaration of Trust. The
execution and delivery of this Agreement have been authorized by the Trustees of the Trust
and signed by officers of the Trust, acting as such, and neither such authorization by such
Trustees nor such execution and delivery by such officers shall be deemed to have been made
by any of them individually or to impose any liability on any of them personally, but shall
bind only the property of the Trust. A copy of the Agreement and Declaration of Trust is
on file with the Secretary of the State of Ohio.
9. Representations and Warranties.
Each party represents and warrants to the other that this Agreement has been duly
authorized and, when executed and delivered by it, will constitute a legal, valid and
binding obligation of it, enforceable against it in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other laws of
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general application affecting the rights and remedies of creditors and secured parties.
Each party agrees to adhere to all applicable Federal Securities Laws.
(a) Representations by the Trust. The Trust represents that it is duly organized
and validly existing and that its shares are duly authorized for issuance in accordance
with applicable law. The Trust warrants that it will take all necessary steps to ensure
that it remains in good-standing.
(b) Representations by Beacon Hill. Beacon Hill represents that it is a services
company duly organized and in good standing under applicable law. Beacon Hill is a
wholly-owned subsidiary of a publicly-held company, as described in Schedule D, and hereby
notifies the Trust of such affiliation so that Trust can review and restrict applicable
portfolio trading policies as may be necessary under the 1940 Act. Beacon Hill shall
maintain a fidelity bond and an insurance policy with respect to errors and omissions
coverage in amounts that are appropriate in light of its duties and responsibilities
hereunder.
10. Indemnification.
(a) Each party (an “Indemnitor”) shall identify and hold harmless the other party, each of
such other party’s affiliated companies, and all directors, officers, employees and agents
of such other party (“Indemnified Parties”), against any and all losses, damages, or
liabilities or any pending or completed actions, claims, suits complaints or investigations
(including all reasonable expenses of litigation or arbitration), judgments, fines or
amounts paid in any settlement consented by the Indemnitor to which any Indemnified Party
may become subject to as a result or arising out of or relating to: (1) any negligent acts,
omissions, bad faith or willful misconduct in the performance of Indemnitor’s duties and
obligations hereunder; (2) any breach of the Indemnitor’s representations or warranties
contained in this Agreement; (3) Indemnitor’s failure to comply with any terms of this
Agreement; or (4) any action of an Indemnified Party, upon instructions believed in good
faith by the Indemnified Party to have been executed by a duly authorized officer or
representative of the Indemnitor.
(b) In order that the indemnification provisions contained herein shall apply, upon the
assertion of a claim or a loss for which either party may be required to indemnify the
other, the party seeking indemnification shall promptly notify the other party of such
assertion or loss, and shall keep the other advised with respect to all developments
concerning such claim. The party who may be required to indemnify shall have the option to
participate at its expense with the party seeking indemnification in the defense of such
claim. In this event, the party seeking indemnification may not settle, compromise or
consent to judgment except with the other party’s prior written consent. The obligations
of the parties hereto under this Section shall survive termination of the Agreement.
11. Confidentiality
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Without the prior consent of the other party, no party shall disclose Confidential
Information (as defined below) of any other party received in connection with the services
provided under this Agreement. The receiving party shall use the same degree of care as it
uses to protect its own confidential information of like nature, but no less than a
reasonable degree of care, to maintain in confidence the Confidential Information of the
disclosing party. The foregoing provisions shall not apply to any information that (i) is,
at the time of disclosure, or thereafter becomes, part of the public domain through a
source other than the receiving party, (ii) is subsequently learned from a third party
that, to the knowledge of the receiving party, is not under an obligation of
confidentiality to the disclosing party, (iii) was known to the receiving party at the time
of disclosure, (iv) is generated independently by the receiving party, or (v) is disclosed
pursuant to applicable law, subpoena, applicable professional standards, request of a
governmental or regulatory agency, or other process after reasonable notice to the other
party. The parties further agree that a breach of this provision would irreparably damage
the other party and accordingly agree that each of them is entitled, in addition to all
other remedies at law or in equity, to an injunction or injunctions without bond or other
security to prevent breaches of this provision.
For the purpose of this Agreement, Confidential Information shall mean NPPI (as defined
below), any information identified by either party as “Confidential” and/or “Proprietary”
or which, under all of the circumstances, ought reasonably to be treated as confidential
and/or proprietary, or any nonpublic information obtained hereunder concerning the other
party.
Nonpublic personal financial information relating to shareholders and/or potential
shareholders (i.e., customers and/or consumers) of the Trust (“NPPI”) provided by, or at
the direction of, the Trust to Beacon Hill, or collected or retained by Beacon Hill in the
course of performing its duties and responsibilities under this Agreement shall remain the
sole property of the Trust. Beacon Hill shall not give, sell or in any way transfer such
Confidential Information to any person or entity, other than affiliates of Beacon Hill
except in connection with the performance of Beacon Hill’s duties and responsibilities
under this Agreement, at the direction of the Trust or as required or permitted by law
(including applicable anti-money laundering laws). Beacon Hill represents, warrants and
agrees that it has in place and will maintain physical, electronic and procedural
safeguards reasonably designed to protect the security, confidentiality and integrity of,
and to prevent unauthorized access to or use of records and information relating to
consumers or customers of the Trust. The Trust represents to Beacon Hill that it has
adopted a statement of its privacy policies and practices as required by Regulation S-P and
agrees to provide Beacon Hill with a copy of that statement annually.
The parties agree to comply with any and all regulations promulgated by the SEC or other
applicable laws regarding the confidentiality of shareholder information.
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The provisions of this Section shall survive the termination of this Agreement.
12. Intellectual Property.
The parties acknowledge each other’s right, title, and interest in their respective
trademarks, copyrights, advertising, artwork, reports, manuals, memoranda, audit plans,
checklists, presentations, training materials, policies and procedures, and logos
(“Intellectual Property”) and agree not to use each other’s Intellectual Property in any
advertising, sales literature or related materials or packaging, including customer lists,
without the prior written approval of the other party. The Trust agrees that Beacon Hill
may identify the Trust as a client on its client list, which may be posted to Beacon Hill’s
website, or distributed to prospective clients. In no event will Beacon Hill disclose the
nature of the relationship with the Trust, including but not limited to, the terms of this
Agreement without prior written approval of the Trust, unless the disclosure is contained
in documentation which is mandated through regulation, litigation or arbitration.
Beacon Hill retains all rights to materials, software, copyrights, trademarks,
questionnaires, scoring methodology, proprietary analysis and other information that Beacon
Hill provides to the Trust in connection with this Agreement. The Trust acknowledges that
Beacon Hill may provide the Trust and its representatives with proprietary, copyrighted or
trademarked information and shall not disclose Beacon Hill’s work-product, including but
not limited to procedures, software, spreadsheets, checklists, audit programs, reports,
proposal, questionnaire, scoring methodology, analysis and other documents or information,
to any third-party without the prior written approval of Beacon Hill. The Trust agrees
that in the event that the Trust is required to produce Beacon Hill’s Intellectual Property
to a regulatory authority or court, the Trust will make all reasonable efforts to protect
the Beacon Hill Intellectual Property, including but not limited to, requesting
confidential treatment under U.S. Freedom of Information Act and other applicable laws.
The Trust agrees to notify Beacon Hill in the event it must disclose Beacon Hill’s
Intellectual Property to any regulatory authority or in any court proceeding and will keep
Beacon Hill apprised of its efforts to protect Beacon Hill Intellectual Property.
13. Miscellaneous.
(a) No amendment, modification to or assignment of this Agreement shall be valid unless
made in writing and executed by both parties hereto. Upon approval by the Board of
Trustees of the Trust, Beacon Hill may subcontract with any entity or person concerning the
provision of the services contemplated under this Agreement (“Sub-Administrator”).
Subcontracting of services does not relieve Beacon Hill of its obligations under this
Agreement.
(b) Each of the parties acknowledges and agrees that this Agreement and the arrangements
described in this Agreement are intended to be non-exclusive and
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that Beacon Hill is free to enter into similar agreements and arrangements with other
entities.
(c) No party to this Agreement will be responsible for delays resulting from acts beyond
the reasonable control of such party, provided that the nonperforming party uses
commercially reasonable efforts to avoid or remove such causes of nonperformance and
continues performance hereunder as soon as practicable as soon as such causes are avoided,
rectified or removed.
(d) Paragraph headings in this Agreement are included for convenience only
and are not to be used to construe or interpret this Agreement.
(e) This Agreement may be executed in counterparts, each of which shall be
an original but all of which, taken together, shall constitute one and the same
agreement.
(f) This Agreement, together with the schedules, sets forth the entire understanding of the
parties and supersedes any and all prior discussions, representations and understandings
between the parties related to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
ADVISERS INVESTMENT TRUST |
BEACON HILL FUND SERVICES, INC. |
|||
/s/ Xxxxx Xxxxxxxxx
|
/s/ Xxxx Tantra
|
|||
Name: Xxxxx Xxxxxxxxx
|
Name: Xxxx Tantra | |||
Title: President
|
Title: General counsel |
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SCHEDULE A
LIST OF FUNDS
LIST OF FUNDS
The following series of the Trust are advised by Independent Franchise Partners, LLP (the
“Adviser”) as a series as now in existence and listed below, as well as such additional series as
may be established by the Trust from time to time and advised by the adviser (each series a “Fund”
and collectively, the “Funds”:
FUND NAME(S)
Independent Franchise Partners US Franchise Equity Fund
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SCHEDULE B
BUSINESS MANAGEMENT AND GOVERNANCE SERVICES
Beacon Hill will provide the following services during the term of this Agreement:
Beacon Hill shall perform and coordinate business management and governance services either
directly or through working with the Trust’s service providers. Beacon Hill shall also review and
provide comment during the preparation of Trust documents. While Beacon Hill will use its best
efforts to provide guidance and advice under this Agreement, for matters where the Trust is
responsible for certain actions, it is expressly agreed and acknowledged that Beacon Hill cannot
ensure that the Trust complies with applicable Federal Securities Laws.
Beacon Hill shall also oversee the performance by other service providers to the Trust in
connection with the operations of the Trust, and, on behalf of the Trust, shall conduct relations
with service providers, including but not limited to, custodians, depositories, transfer agents,
fund accountants, accountants, auditors, legal counsel, underwriters, brokers-dealers, corporate
fiduciaries, insurers, banks and persons in any other capacity deemed to be necessary or desirable
for the Trust’s operations, but shall have no responsibility for supervising the performance by any
investment adviser or sub-adviser of its responsibilities. In conjunction with this function,
Beacon Hill shall administer contracts on behalf of the Trust with, among others, the Trust’s
investment adviser, distributor, custodian, transfer agent and fund accountant.
Beacon Hill shall provide the Board of Trustees of the Trust (hereafter referred to as the “Board”)
with such reports as it may reasonably request.
Without limiting the generality of the foregoing, Beacon Hill shall:
| • | Coordinate and monitor activities of the third party service providers to the Funds. | ||
| • | Manage the process of filing amendments to the Funds registration statement and other reports to shareholders. | ||
| • | Coordinate and file proxy material, review tabulations and conduct shareholder meetings as required. | ||
| • | Coordinate the Board meeting preparation process including preparation, compilation and distribution of material. | ||
| • | Provide support for new funds, mergers, conversions, and reorganizations. | ||
| • | Assist the Fund with monitoring compliance with federal regulations and examinations. | ||
| • | Review financial filings and file with the Securities and Exchange Commission. | ||
| • | Maintain books and records contemplated through the offering of services under this agreement or as otherwise mutually agreed upon. |
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| • | Prepare and file registrations and exemptions to affect the sale of Fund shares in various states and jurisdictions. | ||
| • | Coordinate the fidelity bond filing under Rule 17g-1 with the Securities and Exchange Commission. |
Beacon Hill shall perform such other services for the Trust that are mutually agreed upon by the
parties from time to time for which the Trust will pay such fees as may be mutually agreed upon,
including Beacon Hill’s out-of-pocket expenses.
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SCHEDULE C
SERVICE FEES
SERVICE FEES
Dated July 21, 2011
1. Business Management and Governance Services Fee provided under this Agreement shall be the
greater of:
A. Minimum $50,000 annual fee, or
B. Asset based fee of:
B. Asset based fee of:
First $500 million in net assets of the fund — 2.5 Basis Points
Next $1.5 billion in net assets of the fund — 2.0 Basis Points for assets under management
Over $2 billion in net assets of the fund — 1.75 Basis Points for assets under management
The Trust shall pay the annual fee, in monthly installments, within fifteen (15) calendar days
after the end of each month. The obligation to pay the fee shall begin as of the date of the
initial public sale of shares of each Fund.
2. Out of Pocket Expenses, including but not limited to the following:
(a) The out-of-pocket expenses incurred in connection with Beacon Hill’s provision
of services to the fund officers and to the Trust including but not limited to,
travel costs for attending Board meetings, printing and postage, record retention,
state and federal regulatory registration and filing fees, and conducting due
diligence of Service Providers; and
(b) Any other expenses approved by the Board.
For out of pocket expenses, Beacon Hill will invoice the Trust and the Trust will remit payment
within fifteen (15) calendar days of receipt of invoice.
| ADVISERS INVESTMENT TRUST |
||||
| /s/ Xxxxx Xxxxxxxxx | ||||
| Name: | Xxxxx Xxxxxxxxx | |||
| Title: | President | |||
| BEACON HILL FUND SERVICES, INC. |
||||
| /s/ Xxxx Tantra | ||||
| Name: | Xxxx Tantra | |||
| Title: | General Counsel | |||
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SCHEDULE D
BEACON HILL CORPORATE STRUCTURE
| As referenced in Section 8 (b), Beacon Hill is a wholly-owned subsidiary of Diamond Hill Investment Group, Inc. Diamond Hill Investment Group, Inc. is a public company trading under the NASDAQ symbol DHIL and may be included in certain market capitalization-based equity indices used for tracking the stock market. For more information on Diamond Hill, visit xxx.xxxxxxx-xxxx.xxx. |
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