SECOND AMENDMENT TO
AMENDED AND RESTATED
CUSTODY AGREEMENT
This Second Amendment is entered into as of June 9, 2022 (the “Amendment”), by and between Advisers Investment Trust, a statutory trust organized under the laws of the state of Delaware (the “Trust”), on behalf of the series managed by Independent Franchise Partners, LLP and The Northern Trust Company, an Illinois corporation (“Northern”).
WHEREAS, the Trust and Northern are party to an Amended and Restated Custody and Service Agreement, dated as of March 31, 2017 (as amended, restated or otherwise modified from time to time prior to the date hereof, the “Custody Agreement”), wherein Northern agreed to provide certain services to the Trust; and
WHEREAS, in addition to the provisions contained in the Custody Agreement, effective as of the date hereof, the Trust and Northern wish to make certain amendments to the Custody Agreement.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS; INTERPRETATION.
| (a) | Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Custody Agreement. |
| (b) | The headings to the clauses of this Amendment shall not affect its interpretation. |
2. AMENDMENT. Schedule C to the Custody Agreement is hereby amended as of the date hereof by replacing such schedule with the Schedule C attached hereto.
3. GOVERNING LAW. This Amendment shall be construed and the substantive provisions hereof interpreted under and in accordance with the laws of the State of Illinois.
4. MISCELLANEOUS. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which taken together shall constitute one single agreement between the parties. Except as provided herein, this Amendment may not be amended or otherwise modified except in writing signed by all the parties hereto.
5. EFFECT OF AMENDMENT. All other terms and conditions set forth in the Custody Agreement shall remain unchanged and in full force and effect. On and after the date hereof, each reference to the Custody Agreement in the Custody Agreement and all schedules thereto shall mean and be a reference to the Custody Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, each of the Trust and Norther has caused this Amendment to be signed and delivered by its duly authorized representative.
| ADVISERS INVESTMENT TRUST | ||
| By: | /s/ Barbara J. Nelligan | |
| Name: | Barbara J. Nelligan | |
| Title: | President | |
| THE NORTHERN TRUST COMPANY | ||
| By: | /s/ Cecilia Baeck | |
| Name: | Cecilia Baeck | |
| Title: | Sr. Vice President | |
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SCHEDULE C
FEE SCHEDULE
| A. | For the services rendered under this Agreement, the Fund shall cause to be paid to Northern out of the assets of the Fund the fees defined on this Fee Schedule. |
| B. | For the purpose of determining fees calculated as a function of the Fund’s assets, the value of the Fund’s assets and net assets shall be computed as required by its Prospectus, generally accepted accounting principles, and resolutions of the Fund’s Board of Directors/Trustees. |
| C. | Out-of-pocket expenses will be computed and billed by Northern and payable monthly by or on behalf of the Fund. |
ASSUMPTIONS
| • | 1 fund |
| • | $200million in AUM in year one |
| • | US and International Equities |
| • | 40 holdings |
| • | 15% turnover |
Fees:
The following fee schedule for the provision of Custody is calculated on the clients total AUM.
CUSTODY
| Tier 1 |
First $100 million |
— | 0.50 basis points | |||||
| Tier 2 |
Next $400 million |
— | 0.50 basis points | |||||
| Tier 3 |
Next $500 million |
— | 0.50 basis points | |||||
| Tier 4 |
Over $1 billion |
— | 0.40 basis points | |||||
| Tier 5 |
Over $2 billion |
— | 0.40 basis points |
The fees outlined above are based on the assumptions presented above.
In addition, transactions charges in the United States will be charged at $12 per transaction.
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. |
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| • | 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 U.S. 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. |
Minimum Fees:
An annual minimum per fund fee for Northern Trust custody, fund accounting & administration, and transfer agency services is $175,000.
Payment Terms:
Fees will be invoiced at month-end for charges related to the previous month and payment is due within four (4) weeks of the original issuance of fee invoice.
Material Changes and Terms of Proposal:
The pricing outlined above is based on representations made by the Trust. Any changes to these representations that impact the assumptions used in our pricing will result in consideration of revisions to the pricing schedule, as mutually agreed to by Trust.
| ADVISERS INVESTMENT TRUST | THE NORTHERN TRUST COMPANY | |||||
| By: | /s/ Barbara J. Nelligan | By: | /s/ Cecilia Baeck | |||
| Name: | Barbara J. Nelligan | Name: | Cecilia Baeck | |||
| Title: | President | Title: | Sr. Vice President | |||
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