Exhibit 99(d)(1)
ASSUMPTION AGREEMENT
THIS ASSUMPTION AGREEMENT is made as of February 1, 2004, by and between
Ariel Investment Trust ("Trust") and Ariel Capital Management, LLC, a Delaware
limited liability company.
WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust has retained Ariel Capital Management, Inc. to serve as
an investment adviser responsible for managing assets of all series of the
Trust's funds pursuant to the investment advisory agreements identified on
Exhibit A (collectively, the "Agreements"); and
WHEREAS, Ariel Capital Management, Inc. is restructuring from a subchapter
S corporation to a limited liability company named Ariel Capital Management, LLC
to facilitate increased employee ownership; and
WHEREAS, the restructuring of Ariel Capital Management, Inc. with and into
Ariel Capital Management, LLC did not result in a change of actual control or
management, and thus did not constitute an "assignment" of the Agreements as
that term is defined under the 1940 Act.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreements originally in effect between the Trust and Ariel
Capital Management, Inc. are hereby assumed in their entirety by Ariel Capital
Management, LLC, except that all references to Ariel Capital Management, Inc.
shall be replaced with references to Ariel Capital Management, LLC.
2. Ariel Capital Management, LLC assumes and agrees to perform and be
bound by all of the terms of the Agreements and the obligations, duties and
covenants of Ariel Capital Management, Inc. thereunder.
3. The Agreements shall continue in full force and effect as set forth
therein for the remainder of their terms.
4. The assumption of the Agreements contemplated herein shall not
involve any "assignment," as that term is defined in the 1940 Act.
5. This Assumption Agreement may be executed in one or more
counterparts which, taken together, shall constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have executed this Assumption Agreement
as of the date set forth above.
ARIEL INVESTMENT TRUST ARIEL CAPITAL MANAGEMENT, LLC
By: /s/ XXXXXXX XXXXXX By: /s/ XXXXX X. XXXXXXXXX
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Name: XXXXXXX XXXXXX Name: XXXXX X. XXXXXXXXX
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Title: PRESIDENT Title: VICE PRESIDENT
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EXHIBIT A
EXHIBIT A FOR FEBRUARY 1, 2004 ASSUMPTION AGREEMENT
AGREEMENTS BETWEEN ARIEL INVESTMENT TRUST (f/k/a/ Ariel Growth Fund) AND
ARIEL CAPITAL MANAGEMENT, INC.
1. Management Agreement initially dated February 1, 1995, relating to the
investment management of Ariel Fund and Ariel Appreciation Fund.
2. Investment Advisory Agreement With Respect to Ariel Premier Bond Fund,
initially dated August 15, 1995.
3. Administrative Services Agreement With Respect to Ariel Premier Bond Fund,
initially dated August 15, 1995.
4. Management Agreement In Respect To Ariel Premier Growth Fund, initially
dated October 15, 2001.
