UNDERWRITING AGREEMENT
Exhibit
28.e.i
This Agreement made as of July 21, 2011 by and between Advisers Investment Trust (the
“Trust”), an Ohio business trust and an open-end registered investment company, BHIL Distributors,
Inc., an Ohio corporation (“Underwriter”) and Independent Franchise Partners, LLP, a limited
liability partnership organized under the laws of England and Wales (the “Investment Adviser”).
WHEREAS, the Trust is an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the “Act”); and
WHEREAS, Underwriter is a broker-dealer registered with the Securities and Exchange Commission
(“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”); and
WHEREAS, Investment Adviser is authorized and regulated by the Financial Services Authority in
the United Kingdom and is an investment adviser registered with the SEC under the Investment
Advisers Act of 1940, as amended (“Advisers Act”); and
WHEREAS, the Trust and Underwriter are desirous of entering into an agreement providing for
the distribution by Underwriter of shares of beneficial interest (the “Shares”) of each of those
series of the Trust as reflected on Schedule A (the “Series”) and Investment Adviser is willing to
pay Underwriter for its services provided under this Agreement.
NOW, THEREFORE, in consideration of the promises and agreements of the parties contained
herein, the parties agree as follows:
1. Appointment.
(a) The Trust appoints Underwriter as its exclusive agent for the distribution of the Shares,
and Underwriter hereby accepts such appointment under the terms of this Agreement. While this
Agreement is in force, the Trust shall not sell any Shares except on the terms set forth in this
Agreement. Notwithstanding any other provision hereof, the Trust may terminate, suspend or
withdraw the offering of Shares whenever, in its sole discretion, it deems such action to be
desirable.
(b) Underwriter may engage in such activities as the parties deem appropriate in connection
with the promotion and sale of the Shares, including those activities listed on Schedule B attached
hereto, which may be amended from time to time. Underwriter shall have no obligation to make any
payments to any third parties, whether as financing of commissions, sales concessions or similar
payments; finder’s fees; compensation; or otherwise, unless: (i) Underwriter has received a
corresponding payment from the Trust as described in Section 7 of this Agreement, from the Trust’s
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investment adviser or from another source as may be permitted by applicable law, and (ii) such
corresponding payment has been approved by the Trust’s Board of Trustees.
(c) In its capacity as distributor of the Shares, all activities of the Underwriter and its
officers, agents, and employees shall comply with all applicable laws, rules and regulations,
including, without limitation, the Act, all applicable rules and regulations promulgated by the SEC
thereunder, and all applicable rules and regulations adopted by any securities association
registered under the Securities Exchange Act of 1934. During the term of this Agreement,
Underwriter shall maintain its legal status as a distributor and shall comply with applicable laws,
rules and regulations, including those of FINRA applicable to it. Underwriter shall review written
advertisements and sales literature for compliance with FINRA requirements.
2. Sale and Repurchase of Shares.
(a) Underwriter will have the right, as agent for the Trust, to enter into dealer agreements
with responsible financial intermediaries, and to sell Shares to such financial intermediaries
against orders therefore at the public offering price (as defined in subparagraph 2(d) hereof)
stated in the Trust’s effective Registration Statement on Form N-1A under the Securities Act of
1933, as amended, including the then-current prospectus, summary prospectus, if applicable, and
statement of additional information (the “Registration Statement”). Upon receipt of an order to
purchase Shares from a dealer with whom Underwriter has a dealer agreement, Underwriter will
promptly cause such order to be filled by the Trust.
(b) Underwriter will also have the right, as an agent for the Trust, to sell such Shares to
the public against orders thereof at the public offering price.
(c) Underwriter will also have the right to take, as agent for the Trust, all actions which,
in Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares
(d) The public offering price for the Shares of each Series shall be the respective net asset
value of the Shares of the Series then in effect, plus any applicable sales charge determined in
the manner set forth in the Registration Statement or as permitted by the Act and the rules and
regulations of the SEC promulgated thereunder. In no event shall any applicable sales charge
exceed the maximum sales charge permitted by FINRA Rules.
(e) The net asset value of the Shares of each Series shall be determined in the manner
provided in the Registration Statement, and when determined shall be applicable to transactions as
provided for in the Registration Statement. The net asset value of the Shares of each Series shall
be calculated by the Trust or by another entity on behalf of the Trust. Underwriter shall have no
duty to inquire into or liability for the accuracy of the net asset value per share as calculated.
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(f) On every sale, the Trust shall receive the applicable net asset value of the Shares
promptly, but in no event later than the third business day following the date on which Underwriter
shall have received an order for the purchase of the Shares.
(g) Upon receipt of purchase instructions, Underwriter will transmit such instructions to the
Trust or its transfer agent for registration of the Shares purchased.
(h) Nothing in this Agreement shall prevent Underwriter or any affiliated person (as defined
in the Act) of Underwriter from acting as underwriter or distributor for any other person, firm or
corporation (including other investment companies) or in any way limit or restrict Underwriter or
any such affiliated person from buying, selling or trading any securities for its or their own
accounts or for the accounts of others for whom it or they may be acting; provided, however, that
Underwriter expressly represents that it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Trust under this Agreement.
(i) Underwriter, as agent of and for the account of the Trust, may repurchase the Shares at
such prices and upon such terms and conditions as shall be specified in the Registration Statement.
3. Sale of Shares by the Trust.
The Trust reserves the right to issue any Shares at any time directly to the holders of the
Shares (“Shareholders”), to sell Shares to its Shareholders or to any other persons at not less
than net asset value and to issue Shares in exchange for shares of any corporation or trust.
4. Basis of Sale of Shares.
Underwriter does not agree to sell any specific number of Shares. Underwriter, as agent for
the Trust, undertakes to sell Shares on a best-efforts basis only against orders therefore.
5. FINRA Rules, etc.
(a) Underwriter will conform to FINRA Rules and the securities laws of any jurisdiction in
which it sells, directly or indirectly, any Shares.
(b) Underwriter will require each dealer with whom Underwriter has a dealer agreement to
conform to the applicable provisions hereof and the Registration Statement with respect to the
public offering price of the Shares, and neither Underwriter nor any such dealers shall withhold
the placing of purchase orders so as to make a profit thereby.
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(c) Underwriter agrees to furnish to the Trust sufficient copies of any agreements, plans or
other materials it intends to use in connection with any sales of Shares in adequate time for the
Trust to file them with the proper authorities.
(d) Underwriter, at its own expense, will qualify as a dealer or broker, or otherwise, under
all applicable state or federal laws required in order that Shares may be sold in such States as
may be mutually agreed upon by the parties.
(e) Underwriter shall not make, or permit any representative, broker or dealer to make, in
connection with any sale or solicitation of a sale of the Shares, any representations concerning
the Shares except those contained in the Registration Statement, covering the Shares, in
shareholder reports and any other documents required to be delivered to Shareholders (“Fund
Documents”) and in printed information covering the Shares approved by the Trust as information
supplemental to such Registration Statement. Copies of the then-effective prospectus, summary
prospectus and statement of additional information and any such printed supplemental information
will be supplied by the Trust or its designee to Underwriter in reasonable quantities upon request
in either electronic or paper format as mutually agreed upon.
(f) Trust agrees to use its best efforts to maintain its registration as a diversified
open-end management investment company under the Act, to register and maintain registration of its
Shares under the Securities Act of 1933, to qualify such Shares with the appropriate states and to
comply with applicable laws, rules and regulations applicable to it.
(g) Trust and Investment Adviser acknowledge that Underwriter is a wholly-owned subsidiary of
a publicly-held company, as described in Schedule C, and agrees to abide by the requirements of
Rule 12d3-1 of the Act prohibiting Trust from acquiring shares of the Underwriter or its
affiliates.
6. Records and Documents to be Supplied by Trust.
The Trust shall furnish to Underwriter copies of all information, financial statements and
other documents which Underwriter may reasonably request for use in connection with the
distribution of the Shares, and this shall include, but shall not be limited to, one copy, upon
request by Underwriter, of all financial statements prepared for the Trust by independent public
accountants.
7. Fees and Expenses.
For performing its services under this Agreement, Underwriter will receive an annual fee, paid
monthly, as applicable, either through front-end sales load, 12b-1 fees or fees paid from the
Investment Adviser pursuant to Schedule D.
The Trust or Investment Adviser shall promptly reimburse Underwriter for any expenses which
are to be paid by the Trust in accordance with the following
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paragraph. In the performance of its obligations under this Agreement, Underwriter will pay
only the costs incurred in qualifying as a broker or dealer under state and federal laws and in
establishing and maintaining its relationships with the dealers selling the Shares, including costs
and expenses related to maintaining firm-level broker dealer registrations with regulatory
entities, maintaining net capital qualifications, and other costs related to maintaining office
space, furnishings, equipment, and personnel related to operating the firm. All other costs in
connection with the offering of the Shares will be paid in accordance with agreements between the
Trust, Underwriter, Investment Adviser and/or the Trust’s Administrator as permitted by applicable
law, including the Act and rules and regulations promulgated thereunder. These cost include, but
are not limited to, licensing fees, filing fees, travel and such others expenses as may be incurred
by Underwriter on behalf of the Trust.
8. Indemnification of the Trust and Investment Adviser.
Underwriter agrees to indemnify and hold harmless the Trust, Investment Adviser and each
person who has been, is, or may hereafter be a trustee, director, officer, employee, shareholder or
control person of the Trust (“Trust/Investment Adviser Indemnitees”) against any loss, damage or
expense (including the reasonable costs of investigating or defending any claim, action, suit or
proceeding and any reasonable counsel fees) reasonably incurred by Trust/Investment Adviser
Indemnitees in connection with any claim or in connection with any action, suit or proceeding
(“Claims”) to which any of them may be a party, which arises out of or is alleged to arise out of
or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained
in any Registration Statement or Trust-related advertisement or sales literature, or upon the
omission or alleged omission to state a material fact in such materials necessary to make the
statements therein not misleading, which untrue statement, alleged untrue statement, omission, or
alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the
case may be, to the Trust by the Underwriter or any agent or employee of Underwriter or any other
person for whose acts Underwriter is responsible, for use in the Registration Statement or in
corresponding statements made in any advertisement or sales literature, unless such statement or
omission was made in reliance upon written information furnished by the Trust; (b) the willful
misfeasance, bad faith or negligence of the Underwriter in the performance of its obligations under
this Agreement, or the Underwriter’s reckless disregard of its obligations under this Agreement;
(c) the Underwriter’s failure to comply with laws, rules and regulations applicable to it in
connection with its activities hereunder; or (d) Underwriter’s failure to exercise reasonable care
and diligence with respect to its services, if any, rendered in connection with investment,
reinvestment, automatic withdrawal and other plans for Shares; provided, however, that the
Underwriter’s agreement to indemnify the Trust/Investment Adviser Indemnitees pursuant to this
Paragraph 8 shall not be construed to cover any Claims (A) arising out of or based upon the willful
misfeasance, bad faith or negligence, including clerical errors and mechanical failures, of the
Trust in the performance of its obligations under this Agreement or the Trust’s or Investment
Adviser’s reckless disregard of its obligations under this Agreement; or (B) arising out of or
based upon the Trust’s or Investment Adviser’s failure to comply with laws, rules and regulations
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applicable to it in connection with its activities hereunder. The term “expenses” for
purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements
which are made with the indemnifying party’s consent. The foregoing rights of indemnification
shall be in addition to any other rights to which the Trust, the Investment Adviser or each such
person may be entitled as a matter of law.
In the event of a Claim for which the Trust/Investment Adviser Indemnitees may be entitled to
indemnification hereunder, the Trust or Investment Adviser shall fully and promptly advise the
Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good
faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to
the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled
to assume the defense of any suit brought to enforce any such Claim if such defense shall be
conducted by counsel of good standing chosen by the Underwriter and approved by the Trust or
Investment Adviser, which approval shall not be unreasonably withheld. In the event any such suit
is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s
part, the Trust or Investment Adviser shall have the right to participate in the defense. In the
event the Underwriter elects to assume the defense of any such suit and retain counsel of good
standing so approved by the Trust or Investment Adviser, the Trust/Investment Adviser Indemnitees
in such suit shall bear the fees and expenses of any additional counsel retained by any of them,
but in any case where the Underwriter does not elect to assume the defense of any such suit or in
case the Trust or Investment Adviser reasonably withholds approval of counsel chosen by the
Underwriter, the Underwriter will reimburse the Trust/Investment Adviser Indemnitees named as
defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to
the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification
agreement contained in this Paragraph 8 shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Trust/Investment Adviser Indemnitees,
and shall survive the delivery of any Shares.
9. Indemnification of Underwriter
The Trust and Investment Adviser agree to indemnify and hold harmless each person who has
been, is, or may hereafter be a director, officer, employee, shareholder or control person of
Underwriter (“Underwriter Indemnitees”) against any loss, damage or expense (including the
reasonable costs of investigating or defending any claim, action, suit or proceeding and any
reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any
claim or in connection with any action, suit or proceeding (“Claims”) to which any of them may be a
party, which arises out of or is alleged to arise out of or is based upon: (a) the Underwriter
acting as distributor of the Trust and each Series; (b) the Underwriter or any subsidiary or
affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or
any successor or other entity performing similar functions) (“NSCC”) and performing transaction on
behalf of the Trust (including but not limited to payments made by Underwriter on behalf of the
Trust or “as of” transactions authorized by the Trust); (c) the
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Underwriter or any subsidiary or affiliate of the Underwriter entering into selling
agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements
or similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf
of the Trust; (d) any of the following: (i) any untrue statement, or alleged untrue statement, of a
material fact contained in any Registration Statement, (ii) any omission, or alleged omission, to
state a material fact required to be stated in any Registration Statement or necessary to make the
statements therein not misleading, or (iii) any untrue statement, or alleged untrue statement, of a
material fact in any Trust-related advertisement or sales literature, or any omission, or alleged
omission, to state a material fact required to be stated therein to make the statements therein not
misleading, in either case notwithstanding the exercise of reasonable care in the preparation or
review thereof by the Underwriter; (e) the material breach by the Trust or Investment Adviser of
any provision of this Agreement; provided, however, that the Trust and Investment Adviser’s
agreement to indemnify the Underwriter Indemnitees pursuant to this Paragraph 9 shall not be
construed to cover any Claims (A) pursuant to subsection (d) above to the extent such untrue
statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or
omitted from the relevant writing furnished, as the case may be, to the Trust or Investment Adviser
by the Underwriter for use in the Registration Statement or in corresponding statements made in the
prospectus, advertisement or sales literature; (B) arising out of or based upon the willful
misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the
part of any of such persons in the performance of Underwriter’s duties or from the reckless
disregard by any of such persons of Underwriter’s obligations and duties under this Agreement, or
(C) arising out of or based upon the Underwriter’s failure to comply with laws, rules and
regulations applicable to it in connection with its activities hereunder, for all of which
exceptions Underwriter shall be liable to the Trust and Investment Adviser.
In the event of a Claim for which the Underwriter Indemnitees may be entitled to
indemnification hereunder, the Underwriter shall fully and promptly advise the Trust and Investment
Adviser in writing of all pertinent facts concerning such Claim, but failure to do so in good faith
shall not affect the Trust and Investment Adviser’s indemnification obligations under this
Agreement except to the extent that the Trust and Investment Adviser are materially prejudiced
thereby. The Trust and Investment Adviser will be entitled to assume the defense of any suit
brought to enforce any such Claim if such defense shall be conducted by counsel of good standing
chosen by the Trust and Investment Adviser and approved by the Underwriter, which approval shall
not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue
statement, omission, or wrongful act on the Trust and Investment Adviser’s part, the Underwriter
shall have the right to participate in the defense. In the event the Trust and Investment Adviser
elect to assume the defense of any such suit and retain counsel of good standing so approved by the
Underwriter, the Underwriter Indemnitees in such suit shall bear the fees and expenses of any
additional counsel retained by any of them, but in any case where the Trust and Investment Adviser
do not elect to assume the defense of any such suit or in case the Underwriter reasonably withholds
approval of counsel chosen by the Trust and Investment Adviser, the Trust and Investment Adviser
will reimburse the Underwriter Indemnitees named as defendants in such suit, for the reasonable
fees
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and expenses of any counsel retained by them to the extent related to a Claim covered under
this Paragraph 9. The Trust and Investment Adviser’s indemnification agreement contained in this
Paragraph 9 shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Underwriter Indemnitees, and shall survive the delivery of any Shares.
10. Termination and Amendment of this Agreement.
This Agreement shall automatically terminate, without payment of any penalty, in the event of
its assignment. This Agreement may be amended only if such amendment is approved (i) by
Underwriter and (ii) either by action of the Board of Trustees of the Trust, including a majority
of the Trustees of the Trust who are not “interested persons” of the Trust or of Underwriter as
that term is defined in the Investment Company Act of 1940 (“Independent Trustees”) or by the
affirmative vote of a majority of the outstanding Shares of the Trust and (iii) Investment Adviser.
Either the Trust, the Investment Adviser or Underwriter may at any time terminate this
Agreement on sixty (60) days written notice delivered or mailed, postage prepaid, to the other
party.
11. Effective Period of this Agreement.
This Agreement shall take effect upon its execution and shall remain in full force and effect
for an initial two (2) year-period from the date of this Agreement (unless terminated automatically
as set forth in Paragraph 10), and from year to year thereafter, subject to annual approval (i) by
a majority of the Board of Trustees of the Trust, including a majority of the Independent Trustees
cast in person at a meeting called for the purpose of voting on such renewal or (ii) by a vote of a
majority of the outstanding Shares of the Trust.
12. New Series
The terms and provisions of this Agreement shall become automatically applicable to any
additional series of the Trust established during the initial or renewal term of this Agreement, as
outlined on Schedule A.
13. Successor Investment Trust.
Unless this Agreement has been terminated in accordance with Paragraph 10, the terms and
provision of this Agreement shall become automatically applicable to any investment company which
is a successor to the Trust as a result of reorganization, recapitalization or change of domicile.
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14. Anti-Money Laundering Compliance.
(a) The Underwriter and the Trust each acknowledges that it is a financial institution subject
to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which
require, among other things, that financial institutions adopt compliance programs to guard against
money laundering. Each represents and warrants to the other that it is in compliance with and will
continue to comply with the AML Acts and applicable regulations in all relevant respects. The
Underwriter shall also provide written notice to each person or entity with which it entered an
agreement prior to the date hereof with respect to sale of the Trust’s Shares, such notice
informing such person of anti-money laundering compliance obligations applicable to financial
institutions under applicable laws and, consequently, under applicable contractual provisions
requiring compliance with laws.
(b) The Underwriter shall include specific contractual provisions regarding anti-money
laundering compliance obligations in agreements entered into by the Underwriter with any dealer
that is authorized to effect transactions in Shares of the Trust.
(c) Each of Underwriter and the Trust agrees that it will take such further steps, and
cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML
Acts, including but not limited to the provision of copies of its written procedures, policies and
controls related thereto (“AML Operations”). Underwriter undertakes that it will grant to the
Trust, the Trust’s Anti-Money Laundering Officer and regulatory agencies, reasonable access to
copies of Underwriter’s AML Operations, books and records pertaining to the Trust only. It is
expressly understood and agreed that the Trust and the Trust’s compliance officer shall have no
access to any of Underwriter’s AML Operations, books or records pertaining to other clients of
Underwriter.
15. Limitation of Liability.
It is expressly agreed that the obligation 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 trust property of the Trust. The execution and delivery of this
Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust,
acting as such, and neither such authorization by such Trustees nor such execution and delivery by
such officer 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 trust property of the Trust.
16. Severability.
In the event any provision of this Agreement is determined to be void or unenforceable, such
determination shall not affect the remainder of this Agreement, which shall continue to be in
force.
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17. Questions of Interpretation.
(a) This Agreement shall be governed by the laws of the State of
Ohio.
(b) Any question of interpretation of any term of provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the Act shall be resolved by
reference to such term or provision of the Act and to interpretation thereof, if any, by the United
States courts or in the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In
addition, where the effect of a requirement of the Act, reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
18. Notices.
Any notices under this Agreement shall be in writing, addressed and delivered or mailed
postage paid to the other party at such address as such other party may designate for the receipt
of such notice. Until further notice to the other party, it is agreed that the address of the
Trust and Investment Adviser for this purpose shall be the address listed on the signature block
below and that the address of Underwriter for this purpose shall be 0000 X. Xxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, XX 00000.
19. Privacy and Confidentiality
Each party hereto agrees that any Nonpublic Personal Information, as the term is defined in
Securities and Exchange Commission Regulation S-P (“Reg. S-P”), that may be disclosed by a party
hereunder to the other party hereunder is disclosed for the specific purpose of permitting the
other party to perform the services set forth in this Agreement, and contemplates that such
information may be disclosed to and from the Trust’s designees pursuant to terms of written
agreements and, as permitted, under agreements with dealers who have a written agreement with
Underwriter as well; provided however that the parties represent that any such written agreements
contain specific representations about safeguards and compliance policies and procedures
implemented under Reg S-P. Each party agrees that, with respect to such information, it will
comply with Reg. S-P and any other applicable regulations and that it will not disclose any
Non-Public Personal Information received in connection with this Agreement to any other party,
except to the extent required to carry out the services set forth in this Agreement or as otherwise
permitted by law. This section shall survive the termination of this Agreement.
20. Counterparts.
This Agreement may be executed in one or more counterparts, and by the parties hereto on
separate counterparts, each of which shall be deemed an original but all of which together shall
constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Trust, Investment Adviser and Underwriter have each caused this
Agreement to be signed in duplicate on their behalf, all as of the day and year first above
written.
/s/ Xxxxx Xxxxxxxxx
|
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Title: President |
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Trust Address: 0000 X. Xxxx Xxxxxx, Xxxxx 000 |
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Xxxxxxxx, Xxxx 00000 |
BHIL Distributors, Inc.
|
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/s/ Xxxx Tantra
|
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Title: Chief Compliance Officer |
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Address: 0000 X. Xxxx Xxxxxx, Xxxxx 000 |
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Xxxxxxxx, Xxxx 00000 |
Independent Franchise Partners, LLP |
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/s/ Xxxxxxx Xxxxxxx
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/s/ Xxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxxx
|
Xxxxxx Xxxxxx | |||
Title: Partner
|
Partner | |||
Investment Adviser Address: 00 Xxxxxxxxx Xxxxxx |
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Xxxxxx X0X 0XX |
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Xxxxxx Xxxxxxx |
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Schedule A
List of Funds
This Schedule A shall apply to the following series of the Trust which are advised by Independent
Franchise Partners, LLP (the “Adviser”) as a series 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
In exchange for the fees described in Paragraph 7, Underwriter shall perform the following
services:
1. | Solicit and deliver orders for sale of Shares; | ||
2. | Undertake advertising and promotion of Shares as it believes reasonable in connection with solicitation of Shares; | ||
3. | Compensate dealers for activities described under the Dealer Agreement to sell Shares. |
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Schedule C
Corporate Structure
As referenced in Section 5 (g), Underwriter, BHIL Distributors, Inc., 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 to track the stock market. For more information on
Diamond Hill, visit xxx.xxxxxxx-xxxx.xxx.
Trust and Investment Adviser acknowledge that Underwriter is a wholly-owned subsidiary of a
publicly-held company, as described in Schedule B, and agrees to abide by the requirements of
Rule 12d3-1 of the Act prohibiting Trust from acquiring shares of the Underwriter or its
affiliates.
Acknowledgement by Trust: |
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/s/ Xxxxx Xxxxxxxxx | ||||
Name: | Xxxxx Xxxxxxxxx | |||
Title: | President | |||
Acknowledgement by Investment Adviser: |
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/s/ Xxxxxxx Xxxxxxx
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/s/ Xxxxxx Xxxxxx | |||
Name: Xxxxxxx Xxxxxxx
|
Xxxxxx Xxxxxx | |||
Title: Partner
|
Partner |
As of the Effective Date of the Agreement
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Schedule D
(Effective July 21, 2011)
(Effective July 21, 2011)
This Schedule D shall apply to the Shares of the Funds in the Trust and any other series that may
be started in the future as outlined on Schedule A and amended from time to time.
The obligation to pay the fee shall begin as of the date of the initial public sale of shares of
each Fund.
Fees to be paid to BHIL:
• | Distributor & Statutory Underwriter Fees: |
• | Base Fee: $5,000 annual fee |
• | Out of Pocket Expenses: |
Printing & Postage, Bank Charges, FINRA, federal, state and other
Regulatory Registrations, Filings and Related Fees (including rep.
licensing, sales literature and financial/gross income expenses), Travel
to Client Board Meetings, NSCC Fees, Record Retention and reasonable
allocation of judgments, fines or reasonable costs incurred by Underwriter
for investigations, litigation or remediation attributable to actions
taken by Trust or its agents in contravention of applicable laws,
regulatory requirements or internal policies.
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