EX-99Q1(E): COPIES OF ANY NEW OR AMENDED REGISTRANT INVESTMENT ADVISORY
CONTRACTS
ASSUMPTION AGREEMENT
AGREEMENT made as of August 3, 2007 among NORTHERN TRUST INVESTMENTS, N.A.
("NTI") (formerly known as Northern Trust Investments, Inc.) and NORTHERN TRUST
GLOBAL INVESTMENTS LIMITED ("NTGIL") (formerly known as Northern Trust Global
Investments (Europe) Limited), each a wholly-owned direct or indirect subsidiary
of NORTHERN TRUST CORPORATION ("NTC").
WHEREAS, Northern Institutional Funds is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, The Northern Trust Company ("Northern"), an affiliate of NTI and
NTGIL and a direct subsidiary of NTC, has been previously appointed as
investment adviser to the Bond, Short Bond, Intermediate Bond and Balanced
Portfolios (each a "Portfolio" and together, the "Portfolios") of Northern
Institutional Funds pursuant to an Investment Advisory Agreement between
Northern and Northern Institutional Funds dated March 31, 1998 (as subsequently
amended) (the "Investment Advisory Agreement");
WHEREAS, NTI has assumed all rights and obligations of Northern under the
Investment Advisory Agreement with regard to the Portfolios pursuant to an
assumption agreement dated January 1, 2001;
WHEREAS, NTI and NTGIL assumed all rights and obligations of NTI under the
Investment Advisory Agreement with regard to the Portfolios pursuant to an
assumption agreement dated April 1, 2002; and
WHEREAS, NTI and NTGIL now desire to have NTI be the sole investment
adviser with respect to each Portfolio pursuant to the Investment Advisory
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. NTI hereby assumes all rights and obligations of NTGIL under the
Investment Advisory Agreement with respect to the Portfolios.
2. NTI and NTGIL hereby represent that (i) the management personnel of
NTGIL responsible for providing investment advisory services to the Portfolios
under the Investment Advisory Agreement, including the portfolio managers and
the supervisory personnel, are employees or associated persons of NTI where they
will continue to provide such services for the Portfolios, and (ii) NTI and
NTGIL remain wholly-owned direct or indirect subsidiaries of Northern Trust
Corporation. Consequently, NTI and NTGIL believe that the assumption does not
involve a change in actual control or actual management with respect to the
investment adviser or the Portfolios.
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3. The parties hereby agree that this Assumption Agreement shall be
attached to and made a part of the Investment Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: NORTHERN TRUST INVESTMENTS, N.A.
/s/ Xxxxx Xxxxxxxx By /s/ Xxxx Xxxxxxxxxx
------------------------------------- ------------------------------------
(Authorized Officer)
Attest: NORTHERN TRUST GLOBAL INVESTMENTS
LIMITED
/s/ Xxxxx Xxxxxxxx By /s/ Xxxx Xxxxxxx
------------------------------------- -------------------------------------
(Authorized Officer)
ASSUMPTION AGREEMENT
AGREEMENT made as of August 3, 2007 among NORTHERN TRUST INVESTMENTS, N.A.
("NTI") (formerly known as Northern Trust Investments, Inc.) and NORTHERN TRUST
GLOBAL INVESTMENTS LIMITED ("NTGIL") (formerly known as Northern Trust Global
Investments (Europe) Limited), each a wholly-owned direct or indirect subsidiary
of NORTHERN TRUST CORPORATION.
WHEREAS, Northern Funds is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, The Northern Trust Company ("Northern") has been previously
appointed as investment adviser to the Fixed Income Fund (the "Fund") of
Northern Funds pursuant to an Investment Advisory and Ancillary Services
Agreement dated July 31, 2000, as amended (the "Investment Advisory Agreement");
WHEREAS, NTI has previously assumed all rights and obligations of Northern
under the Investment Advisory Agreement with regard to the Fund pursuant to an
assumption agreement dated January 1, 2001;
WHEREAS, NTI and NTGIL previously assumed all rights and obligations of NTI
under the Investment Advisory Agreement with regard to the Fund pursuant to an
assumption agreement dated April 1, 2002; and
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WHEREAS, NTI and NTGIL now desire to have NTI be the sole investment
adviser with respect to the Fund pursuant to the Investment Advisory Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
4. NTI hereby assumes all rights and obligations of NTGIL under the
Investment Advisory Agreement with respect to the Fund.
5. NTI and NTGIL hereby represent that (i) the management personnel of
NTGIL responsible for providing investment advisory services to the Fund under
the Investment Advisory Agreement, including the portfolio managers and the
supervisory personnel, are employees or associated persons of NTI where they
will continue to provide such services for the Fund, and (ii) NTI and NTGIL
remain wholly-owned direct or indirect subsidiaries of Northern Trust
Corporation. Consequently, NTI and NTGIL believe that the assumption does not
involve a change in actual control or actual management with respect to the
investment adviser or the Fund.
6. The parties hereby agree that this Assumption Agreement shall be
attached to and made a part of the Investment Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: NORTHERN TRUST INVESTMENTS, N.A.
/s/ Xxxxx Xxxxxxxx By /s/ Xxxx Xxxxxxxxxx
------------------------------------- -------------------------------------
(Authorized Officer)
Attest: NORTHERN TRUST GLOBAL INVESTMENTS
LIMITED
/s/ Xxxxx Xxxxxxxx By /s/ Xxxx Xxxxxxx
------------------------------------- -------------------------------------
(Authorized Officer)
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NORTHERN FUNDS
SUB-ADVISORY AGREEMENT
MULTI-MANAGER LARGE CAP FUND
Sub-Advisory Agreement (this "Agreement"). entered into as of the 3rd day of
August, 2007, by and among Northern Trust Investments, N.A. and Northern Trust
Global Advisors, Inc. (together, the "Advisers"), and Delaware Management
Company, a series of Delaware Management Business Trust, a Delaware statutory
trust (the "Sub-Adviser").
WHEREAS, the Advisers have entered into an Investment Advisory and Ancillary
Services Agreement dated May 5, 2006, as amended by Addendum No. 1 dated August
3, 2007 (the "Advisory Agreement") with Northern Funds (the "Trust"), relating
to the provision of portfolio management and administrative services to the
Multi-Manager Large Cap Fund (the "Fund");
WHEREAS, the Advisory Agreement provides that the Advisers may delegate any or
all of their portfolio management responsibilities under the Advisory Agreement
to one or more sub-advisers;
WHEREAS, the Advisers and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in the manner
and on the terms set forth in this Agreement, and the Sub-Adviser is willing to
provide such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
Sub-Advisory Services.
The Advisers hereby appoint the Sub-Adviser to act as an investment
adviser to the Fund for the periods and on the terms herein set
forth. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein
provided.
The Sub-Adviser shall, subject to the supervision and oversight of
the Advisers, manage the investment and reinvestment of such
portion of the assets of the Fund, as the Advisers may from time
to time allocate to the Sub-Adviser for management (the
"Sub-Advised Assets"). The Sub-Adviser shall manage the
Sub-Advised Assets in conformity with (i) the investment
objective, policies and restrictions of the Fund set forth in the
Trust's prospectus and statement of additional information
relating to the Fund, as they may be amended from time to time,
any additional policies or guidelines, including without
limitation compliance policies and procedures, established by the
Advisers, the Trust's Chief Compliance Officer, or by the Trust's
Board of Trustees ("Board") that have been furnished in writing
to the Sub-Adviser, (ii) the asset diversification tests
applicable to regulated investment companies pursuant to section
851(b)(3) of the Internal Revenue Code, (iii) the written
instructions and directions received from the Advisers and the
Trust as delivered; and (iv) the requirements of the Investment
Company Act of 1940 (the "1940 Act"), the Investment Advisers Act
of 1940 ("Advisers Act"), and all other federal and state laws
applicable to registered investment companies
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and the Sub-Adviser's duties under this Agreement, all as may be
in effect from time to time. The foregoing are referred to below
together as the "Policies."
For purposes of compliance with the Policies, the Sub-Adviser
shall be entitled to treat the Sub-Advised Assets as though the
Sub-Advised Assets constituted the entire Fund, and the
Sub-Adviser shall not be responsible in any way for the
compliance of any assets of the Fund, other than the Sub-Advised
Assets, with the Policies. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Advisers, to buy, sell, lend and otherwise
trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund, without regard to the length
of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or
the whole of the Sub-Advised Assets may be invested in such
proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Sub-Adviser shall determine.
Notwithstanding the foregoing provisions of this Section 1(b),
however, (i) the Sub-Adviser shall, upon and in accordance with
written instructions from either of the Advisers, effect such
portfolio transactions for the Sub-Advised Assets as the Adviser
shall determine are necessary in order for the Fund to comply
with the Policies, and (ii) upon notice to the Sub-Adviser, the
Advisers may effect in-kind redemptions with shareholders of the
Fund with securities included within the Sub-Advised Assets.
Absent instructions from the Advisers or the officers of the Trust to
the contrary, the Sub-Adviser shall place orders pursuant to its
determinations either directly with the issuer or with any broker
and/or dealer or other person who deals in the securities in
which the Fund is trading. With respect to common and preferred
stocks, in executing portfolio transactions and selecting brokers
or dealers, the Sub-Adviser shall use its best judgment to obtain
the best overall terms available. In assessing the best overall
terms available for any transaction, the Sub-Adviser shall
consider all factors it deems relevant, including the breadth of
the market in the security, the price of the security, the
financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In
evaluating the best overall terms available and in selecting the
broker or dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934) provided to the Fund and/or other account
over which the Sub-Adviser and/or an affiliate of the Sub-Adviser
exercises investment discretion. With respect to securities other
than common and preferred stocks, in placing orders with brokers,
dealers or other persons, the Sub-Adviser shall attempt to obtain
the best net price and execution of its orders, provided that to
the extent the execution and price available from more than one
broker, dealer or other such person are believed to be
comparable, the Sub-Adviser may, at its discretion but
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subject to applicable law, select the executing broker, dealer or
such other person on the basis of the Sub-Adviser's opinion of
the reliability and quality of such broker, dealer or such other
person; broker or dealers selected by the Sub-Adviser for the
purchase and sale of securities or other investment instruments
for the Sub-Advised Assets may include brokers or dealers
affiliated with the Sub-Adviser, provided such orders comply with
Rules 17e-1 and 10f-3 under the 1940 Act and the Trust's Rule
17e-1 and Rule 10f-3 Procedures, respectively, in all respects or
any other applicable exemptive rules or orders applicable to the
Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will
not effect any transaction with a broker or dealer that is an
"affiliated person" (as defined under the 0000 Xxx) of the
Sub-Adviser or the Advisers without the prior approval of the
Advisers. The Advisers shall provide the Sub-Adviser with a list
of brokers or dealers that are affiliated persons of the
Advisers.
The Sub-Adviser acknowledges that the Advisers and the Trust may rely
on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and
the Sub-Adviser hereby agrees that it shall not consult with any
other investment adviser to the Trust with respect to
transactions in securities for the Sub-Advised Assets or any
other transactions in the Trust's assets, other than for the
purposes of complying with the conditions of paragraphs (a) and
(b) of Rule 12d3-1 under the 1940 Act.
The Sub-Adviser has provided the Advisers with a true and complete
copy of its compliance policies and procedures for compliance
with "federal securities laws" (as such term is defined under
Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act
(the "Sub-Adviser Compliance Policies"). The Sub-Adviser's chief
compliance officer ("Sub-Adviser CCO") shall provide to the
Trust's Chief Compliance Officer ("Trust CCO") or his or her
delegatee promptly (and in no event more than 10 business days)
the following:
a report of any material changes to the Sub-Adviser Compliance
Policies;
a report of any "material compliance matters," as defined by
Rule 38a-1 under the 1940 Act, that have occurred in
connection with the Sub-Adviser Compliance Policies;
a copy of the Sub-Adviser CCO's report with respect to the
annual review of the Sub-Adviser Compliance Policies
pursuant to Rule 206(4)-7 under the Advisers Act; and
an annual (or more frequently as the Trust CCO may request)
certification regarding the Sub-Adviser's compliance with
Rule 206(4)-7 under the Advisers Act and Section 38a-1 of
the 1940 Act as well as the foregoing sub-paragraphs (i) -
(iii).
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The Sub-Adviser may, on occasions when it deems the purchase or sale
of a security to be in the best interests of the Fund as well as
other fiduciary or agency accounts managed by the Sub-Adviser,
aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to
obtain the best overall terms available and execution with
respect to common and preferred stocks and the best net price and
execution with respect to other securities. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be most fair and
equitable over time to the Fund and to its other accounts.
The Sub-Adviser, in connection with its rights and duties with
respect to the Fund and the Trust shall use the care, skill,
prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like
character and with like aims.
[MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
The Sub-Adviser shall furnish the Advisers and the administrators of
the Trust (together, the "Administrators") monthly, quarterly and
annual reports, or more frequently as the Advisers may request,
concerning portfolio transactions and performance of the
Sub-Advised Assets as the Advisers may reasonably determine in
such form as may be mutually agreed upon, and agrees to review
the Sub-Advised Assets with the Advisers and discuss the
management of them. The Sub-Adviser shall promptly respond to
requests by the Advisers, the Administrators to the Trust, and
the Trust CCO or their delegates for copies of the pertinent
books and records maintained by the Sub-Advisers relating
directly to the Fund. The Sub-Adviser shall also provide the
Advisers with such other information and reports, including
information and reports related to compliance matters, as may
reasonably be requested by them from time to time, including
without limitation all material requested by or required to be
delivered to the Board.
Unless otherwise instructed by the Advisers, the Sub-Adviser shall not
have the power, discretion or responsibility to vote any proxies
in connection with securities in which the Sub-Advised Assets may
be invested, and the Advisers shall retain such responsibility.
The Sub-Adviser shall cooperate promptly and fully with the Advisers
and/or the Trust in responding to any regulatory or compliance
examinations or inspections (including any information requests)
relating to the Trust, the Fund or either of the Advisers brought
by any governmental or regulatory authorities. The Sub-Adviser
shall provide to the Trust CCO or his or her delegate with notice
within a reasonable period of any deficiencies or
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other issues identified by the United States Securities and
Exchange Commission ("SEC") in an examination or otherwise that
relate to or that may affect the Sub-Adviser's responsibilities
with respect to the Fund.
The Sub-Adviser shall be responsible for the preparation and filing
of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets.
The Sub-Adviser shall not be responsible for the preparation or
filing of any other reports required on behalf of the Sub-Advised
Assets, except as may be expressly agreed to in writing.
The Sub-Adviser shall maintain separate detailed records of all
matters pertaining to the Sub-Advised Assets, including, without
limitation, brokerage and other records of all securities
transactions. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31 a-1 and Rule 31a-2
promulgated under the 1940 Act that are prepared or maintained by
the Sub-Adviser on behalf of the Trust are the property of the
Trust and will be surrendered promptly to the Trust upon request.
The Sub-Adviser further agrees to preserve for the periods
prescribed in Rule 31 a-2 under the 1940 Act the records required
to be maintained under Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall promptly notify the Advisers of any financial
condition that is likely to impair the Sub-Adviser's ability to
fulfill its commitments under this Agreement.
Representations and Warranties of the Parties.
The Sub-Adviser represents and warrants to the Advisers as follows:
The Sub-Adviser is a registered investment adviser under the Advisers
Act;
The Form ADV that the Sub-Adviser has previously provided to the
Advisers is a true and complete copy of the form as currently
filed with the SEC, and the information contained therein is
accurate and complete in all material respects and does not omit
to state any material fact necessary in order to make the
statements made, in light of the circumstances under which they
are made, not misleading. The Sub-Adviser will promptly provide
the Advisers and the Trust with a complete copy of all subsequent
amendments to its Form ADV;
The Sub-Adviser will carry at all times professional errors and
omissions liability insurance with carriers approved by the
Advisers covering services provided hereunder by the Sub-Adviser
in an appropriate amount, which insurance shall be primary to any
insurance policy carried by the Advisers;
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The Sub-Adviser will furnish the Advisers with certificates of
insurance in forms and substance reasonably acceptable to the
Advisers evidencing the coverages specified in paragraph
2(a)(iii) hereof and will provide notice of termination of such
coverages, if any, to the Advisers and the Trust, all as promptly
as reasonably possible. The Sub-Adviser will notify the Advisers
promptly, and in any event within 10 business days, when the
Sub-Adviser receives notice of any termination of the specified
coverage; and
This Agreement has been duly authorized and executed by the
Sub-Adviser.
Each Adviser represents and warrants to the Sub-Adviser as follows:
Each Adviser is registered under the Advisers Act; and
Each Adviser and the Trust has duly authorized the execution of this
Agreement by the Advisers.
Obligations of the Advisers.
The Advisers shall provide (or cause the Fund's Custodian (as defined in
Section 3 hereof) to provide) timely information to the Sub-Adviser
regarding such matters as the composition of the Sub-Advised Assets,
cash requirements and cash available for investment in the Sub-Advised
Assets, and all other information as may be reasonably necessary for
the Sub-Adviser to perform its responsibilities hereunder.
The Advisers have furnished the Sub-Adviser with a copy of the prospectus
and statement of additional information of the Fund and they agree
during the continuance of this Agreement to furnish the Sub-Adviser
copies of any revisions or supplements thereto at, or, if practicable,
before the time the revisions or supplements become effective. The
Advisers agree to furnish the Sub-Adviser with copies of any financial
statements or reports made by the Fund to its shareholders, and any
further materials or information that the Sub-Adviser may reasonably
request to enable it to perform its functions under this Agreement.
Custodian. The Advisers shall provide the Sub-Adviser with a copy of the Fund's
agreement with the custodian designated to hold the assets of the Fund (the
"Custodian") and any material modifications thereto (the "Custody Agreement")
that may affect the Sub-Adviser's duties, copies of such modifications to be
provided to the Sub-Adviser reasonably in advance of the effectiveness of such
modifications. The Sub-Advised Assets shall be maintained in the custody of the
Custodian identified in, and in accordance with the terms and conditions of, the
Custody Agreement (or any sub-custodian properly appointed as provided in the
Custody Agreement). The Sub-Adviser shall have no liability for the acts or
omissions of the Custodian, unless such act or omission is taken solely in
reliance upon instruction given to the Custodian by a
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representative of the Sub-Adviser properly authorized to give such instruction
under the Custody Agreement. Any assets added to the Fund shall be delivered
directly to the Custodian.
Use of Name. During the term of this Agreement, the Advisers shall have
permission to use the Sub-Adviser's name in the marketing of the Fund, and agree
to furnish the Sub-Adviser, for its prior approval (which approval shall not be
unreasonably withheld) at its principal office all prospectuses, proxy
statements and reports to shareholders prepared for distribution to shareholders
of the Fund or the public that refer to the Sub-Adviser in any way. If Advisers
do not receive a response from the Sub-Adviser with respect to such materials
within five business days of its submission for approval, such materials shall
be deemed accepted by the Sub-Adviser. The Sub-Adviser agrees that Advisers may
request that the Sub-Adviser approve use of a certain type, and that Advisers
need not provide for approval each additional piece of marketing material that
is of substantially the same type.
During the term of this Agreement, the Sub-Adviser shall not use the
Advisers' names or the Trust's name without the prior consent of the Advisers.
Expenses. During the Term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with the performance of its duties under
paragraph 1 hereof other than the cost (including taxes, brokerage commissions
and other transaction costs, if any) of the securities or other investment
instruments purchased or sold for the Fund.
Compensation of the Sub-Adviser. As full compensation for all services rendered,
facilities furnished and expenses borne by the Sub-Adviser hereunder, the
Sub-Adviser shall be paid the fees in the amounts and in the manner set forth in
Appendix A hereto.
Independent Contractor Status. The Sub-Adviser shall for all purposes hereof be
deemed to be an independent contractor and shall, unless otherwise provided or
authorized, have no authority to act for or represent the Trust or the Advisers
in any way or otherwise be deemed an agent of the Fund or the Advisers.
Liability and Indemnification.
Liability. The duties of the Sub-Adviser shall be confined to those
expressly set forth herein with respect to the Sub-Advised Assets. The
Sub-Adviser shall not be liable for any loss arising out of any
portfolio investment or disposition hereunder, except a loss resulting
from willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder. Under no circumstances shall the
Sub-Adviser be liable for any loss arising out of any act or omission
taken by another sub-adviser, or any other third party, in respect of
any portion of the Trust's assets not managed by the Sub-Adviser
pursuant to this Agreement.
Indemnification.
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The Sub-Adviser shall indemnify the Advisers, the Trust and the Fund,
and their respective affiliates and controlling persons (the
"Sub-Adviser Indemnified Persons") for any liability and
expenses, including reasonable attorneys' fees, which the
Advisers, the Trust or the Fund and their respective affiliates
and controlling persons may sustain as a result of the
Sub-Adviser's breach of this Agreement or its representations and
warranties herein or as a result of the Sub-Adviser's willful
misfeasance, bad faith, gross negligence, or reckless disregard
of its duties hereunder or violation of applicable law; provided,
however, that the Adviser Indemnified Persons shall not be
indemnified for any liability or expenses that may be sustained
as a result of either of the Advisers' willful misfeasance, bad
faith, gross negligence, or reckless disregard of their duties
hereunder.
Each Adviser shall indemnify the Sub-Adviser, its affiliates and its
controlling persons (the "Sub-Adviser Indemnified Persons") for
any liability and expenses, including reasonable attorneys' fees,
arising from, or in connection with, such Adviser's breach of
this Agreement or their representations and warranties herein or
as a result of such Adviser's willful misfeasance, bad faith,
gross negligence, reckless disregard of their duties hereunder or
violation of applicable law; provided, however, that the
Sub-Adviser Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of the
Sub-Adviser's willful misfeasance, bad faith, gross negligence,
or reckless disregard of its duties hereunder.
Effective Date and Termination. This Agreement shall become effective as of the
date of its execution, and:
unless otherwise terminated, this Agreement shall continue in effect until
August 31, 2008, and from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the
Board or by vote of a majority of the outstanding voting securities of
the Fund, and (ii) by vote of a majority of the Trustees of the Trust
who are not interested persons of the Trust, either of the Advisers or
the Sub-Adviser, cast in person at a meeting called for the purpose of
voting on such approval. The terms "majority of the outstanding voting
securities" and "interested persons" shall have the meanings as set
forth in the 1940 Act:
this Agreement may at any time be terminated on 60 days' written notice to
the Sub-Adviser either by vote of the Board or by vote of a majority
of the outstanding voting securities of the Fund;
this Agreement shall automatically terminate in the event of its assignment
or upon the termination of the Advisory Agreement; and
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this Agreement may be terminated by the Sub-Adviser on 30 days' written
notice to the Advisers and the Trust, or by the Advisers upon 30 days'
notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
Amendment. This Agreement may be amended at any time by mutual consent of the
Advisers and the Sub-Adviser, provided that, if required by law, such amendment
shall also have been approved by vote of a majority of the outstanding voting
securities of the Fund and by vote of a majority of the Trustees of the Trust
who are not interested persons of the Trust, either of the Advisers, or the
Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval.
Assignment. The Sub-Adviser may not assign this Agreement and this Agreement
shall automatically terminate in the event of an "assignment," as such term is
defined in Section 2(a)(4) of the 1940 Act. The Sub-Adviser shall notify the
Advisers in writing sufficiently in advance of any proposed change of "control,"
as defined in Section 2(a)(9) of the 1940 Act, so as to enable the Trust and/or
the Advisers to: (a) consider whether an assignment will occur, (b) consider
whether to enter into a new Sub-Advisory Agreement with the Sub-Adviser, and (c)
prepare, file, and deliver any disclosure document to the Fund's shareholders as
may be required by applicable law.
Miscellaneous. The captions in this 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. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be construed in accordance with applicable federal law and the
laws of the State of Illinois and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors (subject to
paragraph 10 (c) hereof) and, to the extent provided in paragraph 9 hereof, each
Sub-Adviser and Advisers Indemnified Person. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or to impose
any duty upon, either of the parties to do anything in violation of any
applicable laws or regulations. Any provision in this Agreement requiring
compliance with any statute or regulation shall mean such statute or regulation
as amended and in effect from time to time.
Regulation S-P. In accordance with Regulation S-P, if non-public personal
information regarding any party's customers or consumers is disclosed to the
other party in connection with this Agreement, the other party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this Agreement.
Confidentiality. Any information or recommendations supplied by either the
Advisers or the Sub-Adviser, that are not otherwise in the public domain or
previously known to the other party in connection with the performance of its
obligations and duties hereunder, including without limitation portfolio
holdings of the Trust, financial information or other information relating to a
party to this Agreement, are to be regarded as confidential
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("Confidential Information") and held in the strictest confidence. Except as may
be required by applicable law or rule as requested by regulatory authorities
having jurisdiction over a party rule or as requested by regulatory authorities
having jurisdiction over a party to this Agreement, Confidential Information may
be used only by the party to which said information has been communicated and
such other persons as that party believes are necessary to carry out the
purposes of this Agreement, the Custodian, and such persons as the Advisers may
designate in connection with the Sub-Advised Assets.
Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Illinois.
NORTHERN TRUST GLOBAL ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chairman, CEO, President
NORTHERN TRUST INVESTMENTS, N.A.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
DELAWARE MANAGEMENT COMPANY
a Series of Delaware Management
Business Trust
By: /s/ Xxxx X. X. Xxxxxxxx
---------------------------------
Name: Xxxx X. X. Xxxxxxxx
Title: President, Global
Institutional Services
-16-
Appendix A
Sub-Advisory Fees
As full compensation for the services and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Advisers shall pay the Sub-Adviser a
fee at the annual rate of [MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
Such compensation will be computed based on net assets on each day and will
be payable monthly in arrears.
17
NORTHERN FUNDS
SUB-ADVISORY AGREEMENT
MULTI-MANAGER LARGE CAP FUND
Sub-Advisory Agreement (this "Agreement") entered into as of the 3rd
day of August 2007, by and among Northern Trust Investments, N.A. and Northern
Trust Global Advisors, Inc. (together, the "Advisers"), and Xxxxxxxx Associates
LLC, a Delaware limited liability company (the "Sub-Adviser"). WHEREAS, the
Advisers have entered into an Investment Advisory and Ancillary Services
Agreement dated May 5, 2006, as amended by Addendum No. 1 dated August 3, 2007
(the "Advisory Agreement") with Northern Funds (the "Trust"), relating to the
provision of portfolio management and administrative services to the
Multi-Manager Large Cap Fund (the "Fund");
WHEREAS, the Advisory Agreement provides that the Advisers may
delegate any or all of their portfolio management responsibilities under the
Advisory Agreement to one or more sub-advisers;
WHEREAS, the Advisers and the Trustees of the Trust desire to retain
the Sub-Adviser to render portfolio management services to the Fund in the
manner and on the terms set forth in this Agreement, and the Sub-Adviser is
willing to provide such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
Sub-Advisory Services.
The Advisers hereby appoint the Sub-Adviser to act as an investment
adviser to the Fund for the periods and on the terms herein set
forth. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein
provided.
The Sub-Adviser shall, subject to the supervision and oversight of
the Advisers, manage the investment and reinvestment of such
portion of the assets of the Fund, as the Advisers may from time
to time allocate to the Sub-Adviser for management (the
"Sub-Advised Assets"). The Sub-Adviser shall manage the
Sub-Advised Assets in conformity with (i) the investment
objective, policies and restrictions of the Fund set forth in the
Trust's prospectus and statement of additional information
relating to the Fund, as they may be amended from time to time,
any additional policies or guidelines, including without
limitation compliance policies and procedures, established by the
Advisers, the Trust's Chief Compliance Officer, or by the Trust's
Board of Trustees ("Board") that have been furnished in writing
to the Sub-Adviser, (ii) the asset diversification tests
applicable to regulated investment companies pursuant to section
851(b)(3) of the Internal Revenue Code, (iii) the written
instructions and directions received from the
18
Advisers and the Trust as delivered; and (iv) the requirements of
the Investment Company Act of 1940 (the "1940 Act"), the
Investment Advisers Act of 1940 ("Advisers Act"), and all other
federal and state laws applicable to registered investment
companies and the Sub-Adviser's duties under this Agreement, all
as maybe in effect from time to time. The foregoing are referred
to below together as the "Policies."
For purposes of compliance with the Policies, the Sub-Adviser
shall be entitled to treat the Sub-Advised Assets as though the
Sub-Advised Assets constituted the entire Fund, and the
Sub-Adviser shall not be responsible in any way for the
compliance of any assets of the Fund, other than the Sub-Advised
Assets, with the Policies. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Advisers, to buy, sell, lend and otherwise
trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund, without regard to the length
of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or
the whole of the Sub-Advised Assets may be invested in such
proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Sub-Adviser shall determine.
Notwithstanding the foregoing provisions of this Section 1(b),
however, (i) the Sub-Adviser shall, upon and in accordance with
written instructions from either of the Advisers, effect such
portfolio transactions for the Sub-Advised Assets as the Adviser
shall determine are necessary in order for the Fund to comply
with the Policies, and (ii) upon notice to the Sub-Adviser, the
Advisers may effect in-kind redemptions with shareholders of the
Fund with securities included within the Sub-Advised Assets.
Absent instructions from the Advisers or the officers of the Trust to
the contrary, the Sub-Adviser shall place orders pursuant to its
determinations either directly with the issuer or with any broker
and/or dealer or other person who deals in the securities in
which the Fund is trading. With respect to common and preferred
stocks, in executing portfolio transactions and selecting brokers
or dealers, the Sub-Adviser shall use its best judgment to obtain
the best overall terms available. In assessing the best overall
terms available for any transaction, the Sub-Adviser shall
consider all factors it deems relevant, including the breadth of
the market in the security, the price of the security, the
financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both
for the specific transaction and on a continuing basis. In
evaluating the best overall terms available and in selecting the
broker or dealer to execute a particular transaction, the
Sub-Adviser may also consider the brokerage and research services
(as those terms are defined in Section 28(e) of the
19
Securities Exchange Act of 1934) provided to the Fund and/or
other account over which the Sub-Adviser and/or an affiliate of
the Sub-Adviser exercises investment discretion. With respect to
securities other than common and preferred stocks, in placing
orders with brokers, dealers or other persons, the Sub-Adviser
shall attempt to obtain the best net price and execution of its
orders, provided that to the extent the execution and price
available from more than one broker, dealer or other such person
are believed to be comparable, the Sub-Adviser may, at its
discretion but subject to applicable law, select the executing
broker, dealer or such other person on the basis of the
Sub-Adviser's opinion of the reliability and quality of such
broker, dealer or such other person; broker or dealers selected
by the Sub-Adviser for the purchase and sale of securities or
other investment instruments for the Sub-Advised Assets may
include brokers or dealers affiliated with the Sub-Adviser,
provided such orders comply with Rules 17e-1 and 10f-3 under the
1940 Act and the Trust's Rule 17e-1 and Rule 10f-3 Procedures,
respectively, in all respects, or any other applicable exemptive
rules or orders applicable to the Sub-Adviser. Notwithstanding
the foregoing, the Sub-Adviser will not effect any transaction
with a broker or dealer that is an "affiliated person" (as
defined under the 0000 Xxx) of the Sub-Adviser or the Advisers
without the prior approval of the Advisers. The Advisers shall
provide the Sub-Adviser with a list of brokers or dealers that
are affiliated persons of the Advisers.
The Sub-Adviser acknowledges that the Advisers and the Trust may rely
on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and
the Sub-Adviser hereby agrees that it shall not consult with any
other investment adviser to the Trust with respect to
transactions in securities for the Sub-Advised Assets or any
other transactions in the Trust's assets, other than for the
purposes of complying with the conditions of paragraphs (a) and
(b) of Rule 12d3-1 under the 1940 Act.
The Sub-Adviser has provided the Advisers with a copy of its
compliance policies and procedures "that are reasonably designed
to prevent violations of the federal securities laws" (as such
term is defined under Rule 38a-1 of the 0000 Xxx) and Rule
206(4)-7 of the Advisers Act (the "Sub-Adviser Compliance
Policies"). The Sub-Adviser's chief compliance officer
("Sub-Adviser CCO") shall provide within a reasonable time to the
Trust's Chief Compliance Officer ("Trust CCO") or his or her
delegatee the following:
a report of any material changes to the Sub-Adviser Compliance
Policies;
20
a report of any "material compliance matters," as defined by Rule
38a-1 under the 1940 Act, that have occurred in connection
with the Sub-Adviser Compliance Policies;
a copy of the Sub-Adviser CCO's report with respect to the annual
review of the Sub-Adviser Compliance Policies pursuant to
Rule 38a-1 under the 1940 Act; and
an annual (or more frequently as the Trust CCO may request)
certification regarding the Sub-Adviser's compliance with
Rule 206(4)-7 under the Advisers Act and Section 38a-1 of
the 1940 Act as well as the foregoing sub-paragraphs (i) -
(iii).
The Sub-Adviser may, on occasions when it deems the purchase or sale
of a security to be in the best interests of the Fund as well as
other fiduciary or agency accounts managed by the Sub-Adviser,
aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to
obtain the best overall terms available and execution with
respect to common and preferred stocks and the best net price and
execution with respect to other securities. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be most fair and
equitable over time to the Fund and to its other accounts.
The Sub-Adviser, in connection with its rights and duties with
respect to the Fund and the Trust shall use the care, skill,
prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like
character and with like aims.
The services of the Sub-Adviser hereunder are not deemed exclusive
and the Sub-Adviser shall be free to render similar services to
others (including other investment companies) so long as its
services under this Agreement are not impaired thereby. The
Sub-Adviser will waive enforcement of any non-compete agreement
or other agreement or arrangement to which it is currently a
party that restricts, limits, or otherwise interferes with the
ability of the Advisers to employ or engage any person or entity
to provide investment advisory or other services and will
transmit to any person or entity notice of such waiver as may be
required to give effect to this provision; and the Sub-Adviser
will not become a party to any non-compete agreement or any other
agreement, arrangement, or understanding that would restrict,
limit, or
21
otherwise interfere with the ability of the Advisers and the
Trust or any of their affiliates to employ or engage any person
or organization, now or in the future, to manage the Fund or any
other assets managed by the Advisers.
The Sub-Adviser shall furnish the Advisers and the administrators of
the Trust (together, the "Administrators") monthly, quarterly and
annual reports concerning portfolio transactions and performance
of the Sub-Advised Assets as the Advisers may reasonably
determine in such form as may be mutually agreed upon, and agrees
to review the Sub-Advised Assets with the Advisers and discuss
the management of them. The Sub-Adviser shall promptly respond to
requests by the Advisers, the Administrators to the Trust, and
the Trust CCO or their delegatees for copies of the pertinent
books and records maintained by the Sub-Advisers relating
directly to the Fund. The Sub-Adviser shall also provide the
Advisers with such other information and reports, including
information and reports related to compliance matters, as may
reasonably be requested by them from time to time, including
without limitation all material requested by or required to be
delivered to the Board.
Unless otherwise instructed by the Advisers, the Sub-Adviser shall not
have the power, discretion or responsibility to vote any proxies
in connection with securities in which the Sub-Advised Assets may
be invested, and the Advisers shall retain such responsibility.
The Sub-Adviser shall cooperate promptly and fully with the Advisers
and/or the Trust in responding to any regulatory or compliance
examinations or inspections (including any information requests)
relating to the Trust, the Fund or either of the Advisers brought
by any governmental or regulatory authorities. The Sub-Adviser
shall provide the Trust CCO or his or her delegatee with notice
within a reasonable period of any deficiencies or other issues
identified by the United States Securities and Exchange
Commission ("SEC") in an examination or otherwise that relate to
or that may materially affect the Sub-Adviser's responsibilities
with respect to the Fund.
The Sub-Adviser shall be responsible for the preparation and filing
of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets.
The Sub-Adviser shall not be responsible for the preparation or
filing of any other reports required on behalf of the Sub-Advised
Assets, except as may be expressly agreed to in writing.
The Sub-Adviser shall maintain detailed records of all matters
pertaining to the Sub-Advised Assets, including, without
limitation, brokerage and other records of all securities
transactions. Any
22
records required to be maintained and preserved pursuant to the
provisions of Rule 31a-1 and Rule 31a-2 promulgated under the
1940 Act that are prepared or maintained by the Sub-Adviser on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust upon request. The Sub-Adviser
may retain copies of such records to comply with its own
recordkeeping obligations under the Advisers Act. The Sub-Adviser
further agrees to preserve for the periods prescribed in Rule
31a-2 under the 1940 Act the records required to be maintained
under Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall promptly notify the Advisers of any financial
condition that is likely to impair the Sub-Adviser's ability to
fulfill its commitments under this Agreement.
Representations and Warranties of the Parties.
The Sub-Adviser represents and warrants to the Advisers as follows:
The Sub-Adviser is a registered investment adviser under the
Advisers Act;
The Form ADV that the Sub-Adviser has previously provided to the
Advisers is a true and complete copy of the form as
currently filed with the SEC, and the information contained
therein is accurate and complete in all material respects
and does not omit to state any material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading. The
Sub-Adviser will promptly provide the Advisers and the Trust
with a complete copy of all subsequent amendments to its
Form ADV;
The Sub-Adviser will carry at all times professional errors and
omissions liability insurance covering services provided
hereunder by the Sub-Adviser in an appropriate amount with
carriers acceptable to the Advisers;
The Sub-Adviser will furnish the Advisers with certificates of
insurance in forms and substance reasonably acceptable to
the Advisers evidencing the coverages specified in paragraph
2(a)(iii) hereof and will provide notice of termination of
such coverages, if any, to the Advisers and the Trust, all
as promptly as reasonably possible. The Sub-Adviser will
notify the Advisers promptly, and in any event within 10
business days, when the Sub-Adviser receives notice of any
termination of the specified coverage; and
23
This Agreement has been duly authorized and executed by the
Sub-Adviser.
Each Adviser represents and warrants to the Sub-Adviser as follows:
Each Adviser is registered under the Advisers Act; and
Each Adviser and the Trust has duly authorized the execution of
this Agreement by the Advisers.
Obligations of the Advisers.
The Advisers shall provide (or cause the Fund's Custodian (as defined
in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of the
Sub-Advised Assets, cash requirements and cash available for
investment in the Sub-Advised Assets, and all other information
as may be reasonably necessary for the Sub-Adviser to perform its
responsibilities hereunder.
The Advisers have furnished the Sub-Adviser with a copy of the
prospectus and statement of additional information of the Fund
and they agree during the continuance of this Agreement to
furnish the Sub-Adviser copies of any revisions or supplements
thereto at, or, if practicable, before the time the revisions or
supplements become effective. The Advisers agree to furnish the
Sub-Adviser with copies of any financial statements or reports
made by the Fund to its shareholders, and any further materials
or information that the Sub-Adviser may reasonably request to
enable it to perform its functions under this Agreement.
Custodian. The Advisers shall provide the Sub-Adviser with a copy of the
Fund's agreement with the custodian designated to hold the assets of the Fund
(the "Custodian") and any material modifications thereto (the "Custody
Agreement") that may affect the Sub-Adviser's duties, copies of such
modifications to be provided to the Sub-Adviser reasonably in advance of the
effectiveness of such modifications. The Sub-Advised Assets shall be maintained
in the custody of the Custodian identified in, and in accordance with the terms
and conditions of, the Custody Agreement (or any sub-custodian properly
appointed as provided in the Custody Agreement). The Sub-Adviser shall have no
liability for the acts or omissions of the Custodian, unless such act or
omission is taken solely in reliance upon instruction given to the Custodian by
a representative of the Sub-Adviser properly authorized to give such instruction
under the Custody Agreement. Any assets added to the Fund shall be delivered
directly to the Custodian.
Use of Name. During the term of this Agreement, the Advisers shall have
permission to use the Sub-Adviser's name in the marketing of the Fund, and agree
to furnish the Sub-Adviser, for its prior approval (which approval shall not be
unreasonably
24
withheld) at its principal office all prospectuses, proxy statements and reports
to shareholders and any other marketing materials prepared for distribution to
shareholders of the Fund or the public that refer to the Sub-Adviser in any way.
If Advisers do not receive a response from the Sub-Adviser with respect to such
materials within ten business days of its submission for approval, such
materials shall be deemed accepted by the Sub-Adviser. The Sub-Adviser agrees
that Advisers may request that the Sub-Adviser approve use of a certain type,
and the Sub-Adviser and Advisers agree to identify which marketing materials
will not require the Sub-Adviser's further approval.
During the term of this Agreement, the Sub-Adviser shall not use the
Advisers' names or the Trust's name without the prior consent of the Advisers.
Expenses. During the Term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with the performance of its duties under
paragraph 1 hereof other than the cost (including taxes, brokerage commissions
and other transaction costs, if any) of the securities or other investment
instruments purchased or sold for the Fund.
Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser hereunder,
the Sub-Adviser shall be paid the fees in the amounts and in the manner set
forth in Appendix A hereto.
Independent Contractor Status. The Sub-Adviser shall for all purposes
hereof be deemed to be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act for or represent the Trust or
the Advisers in any way or otherwise be deemed an agent of the Fund or the
Advisers.
Liability and Indemnification.
Liability. The duties of the Sub-Adviser shall be confined to those
expressly set forth herein with respect to the Sub-Advised
Assets. The Sub-Adviser shall not be liable for any loss arising
out of any portfolio investment or disposition hereunder, except
a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. Under
no circumstances shall the Sub-Adviser be liable for any loss
arising out of any act or omission taken by another sub-adviser,
or any other third party, in respect of any portion of the
Trust's assets not managed by the Sub-Adviser pursuant to this
Agreement.
Indemnification.
The Sub-Adviser shall indemnify the Advisers, the Trust and the
Fund, and their respective affiliates and controlling
persons (the "Adviser Indemnified Persons") for any
liability and expenses, including reasonable attorneys'
fees, which the
25
Advisers, the Trust or the Fund and their respective
affiliates and controlling persons may sustain as a result
of the Sub-Adviser's breach of this Agreement or
representations and warranties herein or as a result of the
Sub-Adviser's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties hereunder or
violation of applicable law; provided, however, that the
Adviser Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of
the either of the Advisers' willful misfeasance, bad faith,
gross negligence, or reckless disregard of their duties
hereunder.
Each Adviser shall indemnify the Sub-Adviser, its affiliates and
its controlling persons (the "Sub-Adviser Indemnified
Persons") for any liability and expenses, including
reasonable attorneys' fees, arising from, or in connection
with, such Adviser's breach of this Agreement or their
representations and warranties herein or as a result of such
Adviser's willful misfeasance, bad faith, gross negligence,
reckless disregard of their duties hereunder or violation of
applicable law; provided, however, that the Sub-Adviser
Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of
the Sub-Adviser's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties hereunder.
Effective Date and Termination. This Agreement shall become effective as of
the date of its execution, and:
unless otherwise terminated, this Agreement shall continue in effect
until August 31, 2008, and from year to year thereafter so long
as such continuance is specifically approved at least annually
(i) by the Board or by vote of a majority of the outstanding
voting securities of the Fund, and (ii) by vote of a majority of
the Trustees of the Trust who are not interested persons of the
Trust, either of the Advisers or the Sub-Adviser, cast in person
at a meeting called for the purpose of voting on such approval;
this Agreement may at any time be terminated on 60 days' written
notice to the Sub-Adviser either by vote of the Board or by vote
of a majority of the outstanding voting securities of the Fund;
this Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Advisory Agreement; and
26
this Agreement may be terminated by the Sub-Adviser on 30 days' written
notice to the Advisers and the Trust, or by the Advisers immediately
upon notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
Amendment. This Agreement may be amended at any time by mutual consent of
the Advisers and the Sub-Adviser, provided that, if required by law, such
amendment shall also have been approved by vote of a majority of the outstanding
voting securities of the Fund and by vote of a majority of the Trustees of the
Trust who are not interested persons of the Trust, either of the Advisers, or
the Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval.
Assignment. The Sub-Adviser may not assign this Agreement and this
Agreement shall automatically terminate in the event of an "assignment," as such
term is defined in Section 2(a)(4) of the 1940 Act. The Sub-Adviser shall notify
the Advisers in writing sufficiently in advance of any proposed change of
"control," as defined in Section 2(a)(9) of the 1940 Act, so as to enable the
Trust and/or the Advisers to: (a) consider whether an assignment will occur, (b)
consider whether to enter into a new Sub-Advisory Agreement with the
Sub-Adviser, and (c) prepare, file, and deliver any disclosure document to the
Fund's shareholders as may be required by applicable law.
Miscellaneous. The captions in this 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. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be construed in accordance with applicable federal law and the
laws of the State of Illinois and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors (subject to
paragraph 10 (c) hereof) and, to the extent provided in paragraph 9 hereof, each
Sub-Adviser and Advisers Indemnified Person. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or to impose
any duty upon, either of the parties to do anything in violation of any
applicable laws or regulations. Any provision in this Agreement requiring
compliance with any statute or regulation shall mean such statute or regulation
as amended and in effect from time to time.
Regulation S-P. In accordance with Regulation S-P, if non-public personal
information regarding any party's customers or consumers is disclosed to the
other party in connection with this Agreement, the other party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this Agreement.
Confidentiality. Any information or recommendations supplied by either the
Advisers or the Sub-Adviser, that are not otherwise in the public domain or
previously known to the other party in connection with the performance of its
obligations and duties hereunder, including without limitation portfolio
holdings of the Trust, financial
27
information or other information relating to a party to this Agreement, are to
be regarded as confidential ("Confidential Information") and held in the
strictest confidence. Except as may be required by (i) applicable law or rule as
requested by regulatory authorities having jurisdiction over a party rule or as
requested by regulatory authorities having jurisdiction over a party to this
Agreement and (ii) affiliates for risk management, financial and other reporting
purposes, Confidential Information may be used only by the party to which said
information has been communicated and such other persons as that parry believes
are necessary to carry out the purposes of this Agreement, the Custodian, and
such persons as the Advisers may designate in connection with the Sub-Advised
Assets.
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Illinois.
NORTHERN TRUST GLOBAL ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chairman, CEO, President
NORTHERN TRUST INVESTMENTS, N.A.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
XXXXXXXX ASSOCIATES LLC
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
28
Appendix A
Sub-Advisory Fees
As full compensation for the services and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Advisers shall pay the Sub-Adviser a
fee at the annual rate of [MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
Such compensation will be computed based on net assets on each day and will
be payable monthly in arrears
NORTHERN FUNDS
SUB-ADVISORY AGREEMENT
MULTI-MANAGER LARGE CAP FUND
Sub-Advisory Agreement (this "Agreement") entered into as of the 3rd
day of August 2007, by and among Northern Trust Investments, N.A. and Northern
Trust Global Advisors, Inc. (together, the "Advisers"), and Xxxxxxx Capital
Management, LLC, a Delaware limited liability company (the "Sub-Adviser").
WHEREAS, the Advisers have entered into an Investment Advisory and
Ancillary Services Agreement dated May 5, 2006, as amended by Addendum No. 1
dated August 3, 2007 (the "Advisory Agreement") with Northern Funds (the
"Trust"), relating to the provision of portfolio management and administrative
services to the Multi-Manager Large Cap Fund (the "Fund");
WHEREAS, the Advisory Agreement provides that the Advisers may
delegate any or all of their portfolio management responsibilities under the
Advisory Agreement to one or more sub-advisers;
WHEREAS, the Advisers and the Trustees of the Trust desire to retain
the Sub-Adviser to render portfolio management services to the Fund in the
manner and on the terms set forth in this Agreement, and the Sub-Adviser is
willing to provide such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
Sub-Advisory Services.
The Advisers hereby appoint the Sub-Adviser to act as an investment
adviser to the Fund for the periods and on the terms herein set
forth. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein
provided.
The Sub-Adviser shall, subject to the supervision and oversight of
the Advisers, manage the investment and reinvestment of such
portion of the assets of the Fund, as the Advisers may from time
to time allocate to the Sub-Adviser for management (the
"Sub-Advised Assets"). The Sub-Adviser shall manage the
Sub-Advised Assets in conformity with (i) the investment
objective, policies and
29
restrictions of the Fund set forth in the Trust's prospectus and
statement of additional information relating to the Fund, as they
may be amended from time to time and provided to the Sub-Adviser,
any additional policies or guidelines, including without
limitation compliance policies and procedures, established by the
Advisers, the Trust's Chief Compliance Officer, or by the Trust's
Board of Trustees ("Board") that have been furnished in writing
to the Sub-Adviser and, with regard to guidelines, subject to
mutual agreement, (ii) the asset diversification tests applicable
to regulated investment companies pursuant to section 851(b)(3)
of the Internal Revenue Code, (iii) the written instructions and
directions received from the Advisers and the Trust as delivered;
and (iv) the applicable requirements of the Investment Company
Act of 1940 (the "1940 Act"), the Investment Advisers Act of 1940
("Advisers Act"), and all other federal and state laws applicable
to registered investment companies and to the Sub-Adviser's
duties under this Agreement, all as may be in effect from time to
time. The foregoing are referred to below together as the
"Policies."
For purposes of compliance with the Policies, the Sub-Adviser
shall be entitled to treat the Sub-Advised Assets as though the
Sub-Advised Assets constituted the entire Fund, and the
Sub-Adviser shall not be responsible in any way for the
compliance of any assets of the Fund, other than the Sub-Advised
Assets, with the Policies. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Advisers, to buy, sell, lend and otherwise
trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund, without regard to the length
of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or
the whole of the Sub-Advised Assets may be invested in such
proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Sub-Adviser shall determine.
Notwithstanding the foregoing provisions of this Section 1(b),
however, (i) the Sub-Adviser shall, upon and in accordance with
written instructions from either of the Advisers, effect such
portfolio transactions for the Sub-Advised Assets as the Adviser
shall determine are necessary in order for the Fund to comply
with the Policies, and (ii) upon notice to the Sub-Adviser and
mutual agreement, the Advisers may effect in-kind redemptions
with shareholders of the Fund with securities included within the
Sub-Advised Assets.
The Sub-Adviser shall generally place orders pursuant to its
determinations either directly with the issuer or with any broker
and/or dealer or other person who deals in the securities in
which the Fund is trading. With respect to common and preferred
stocks, in executing portfolio transactions and selecting brokers
or dealers,
30
the Sub-Adviser shall use its best judgment to obtain the best
overall terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall consider all
factors it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best
overall terms available and in selecting the broker or dealer to
execute a particular transaction, the Sub-Adviser may also
consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Fund and/or other account over which the
Sub-Adviser and/or an affiliate of the Sub-Adviser exercises
investment discretion. With respect to securities other than
common and preferred stocks, in placing orders with brokers,
dealers or other persons, the Sub-Adviser shall attempt to obtain
the best execution of its orders, provided that to the extent the
execution available from more than one broker, dealer or other
such person are believed to be comparable, the Sub-Adviser may,
at its discretion but subject to applicable law, select the
executing broker, dealer or such other person on the basis of
factors including, without limitation, the Sub-Adviser's opinion
of the reliability and quality of such broker, dealer or such
other person; broker or dealers selected by the Sub-Adviser for
the purchase and sale of securities or other investment
instruments for the Sub-Advised Assets may include brokers or
dealers affiliated with the Sub-Adviser, provided such orders
comply with Rules 17e-1 and 10f-3 under the 1940 Act and the
Trust's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in
all respects, or any other applicable exemptive rules or orders
applicable to the Sub-Adviser. Notwithstanding the foregoing, the
Sub-Adviser will not effect any transaction with a broker or
dealer that is an "affiliated person" (as defined under the 0000
Xxx) of the Sub-Adviser or the Advisers without the prior
approval of the Advisers. The Advisers shall provide the
Sub-Adviser with a list of brokers or dealers that are affiliated
persons of the Advisers.
The Sub-Adviser acknowledges that the Advisers and the Trust may rely
on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and
the Sub-Adviser hereby agrees that it shall not consult with any
other investment adviser to the Trust with respect to
transactions in securities for the Sub-Advised Assets or any
other transactions in the Trust's assets, other than for the
purposes of complying with the conditions of paragraphs (a) and
(b) of Rule 12d3-1 under the 1940 Act.
31
The Sub-Adviser has provided the Advisers with a true and complete
copy of its compliance policies and procedures for compliance
with "federal securities laws" (as such term is defined under
Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act
(the "Sub-Adviser Compliance Policies"). The Sub-Adviser's chief
compliance officer ("Sub-Adviser CCO") shall provide to the
Trust's Chief Compliance Officer ("Trust CCO") or his or her
delegatee as soon as reasonably practicable, the following:
a notice of any material changes to the Sub-Adviser Compliance
Policies;
a notice of any "material compliance matters," as defined by
Rule 38a-1 under the 1940 Act, that have occurred in
connection with the Sub-Adviser Compliance Policies and
relate to or affect the Sub-Adviser's management of the
Sub-Advised Assets;
a copy of the Sub-Adviser CCO's report with respect to the
annual review of the Sub-Adviser Compliance Policies
pursuant to Rule 206(4)-7 under the Advisers Act; and
an annual (or more frequently as the Trust CCO may reasonably
request) certification regarding the Sub-Adviser's
compliance with Rule 206(4)-7 under the Advisers Act and
Section 38a-1 of the 1940 Act (as applicable with respect to
services provided by the Sub-adviser under this Agreement)
as well as the foregoing subparagraphs (i) - (iii).
The Sub-Adviser may, on occasions when it deems the purchase or sale
of a security to be in the best interests of the Fund as well as
other fiduciary or agency accounts managed by the Sub-Adviser,
aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to
obtain the best overall terms available and execution with
respect to common and preferred stocks and the best execution
with respect to other securities. In such event, allocation of
the securities so purchased or sold, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in
the manner it considers to be most fair and equitable over time
to the Fund and to its other accounts.
The Sub-Adviser, in connection with its rights and duties with
respect to the Fund and the Trust shall use the care, skill,
prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with
such matters
32
would use in the conduct of an enterprise of a like character and
with like aims.
[MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
The Sub-Adviser shall furnish the Advisers and the administrators of
the Trust (together, the "Administrators") monthly and quarterly
reports concerning portfolio transactions and performance of the
Sub-Advised Assets as the Advisers may reasonably determine in
such form as may be mutually agreed upon, and agrees to review
the Sub-Advised Assets with the Advisers and generally discuss
the management of them. The Sub-Adviser shall promptly respond to
reasonable requests by the Advisers, the Administrators to the
Trust, and the Trust CCO or their delegatees for copies of the
pertinent books and records maintained by the Sub-Advisers
relating directly to the Fund. The Sub-Adviser shall also provide
the Advisers with such other information and reports, including
information and reports related to compliance matters, as may
reasonably be requested by them from time to time, including
without limitation all material requested by or required to be
delivered to the Board.
Unless otherwise instructed by the Advisers, the Sub-Adviser shall not
have the power, discretion or responsibility to vote any proxies
in connection with securities in which the Sub-Advised Assets may
be invested, and the Advisers shall retain such responsibility.
The Sub-Adviser shall cooperate promptly and fully with the Advisers
and/or the Trust in responding to any regulatory or compliance
examinations or inspections (including any information requests)
relating to the Trust, the Fund or either of the Advisers brought
by any governmental or regulatory authorities. The Sub-Adviser
shall provide the Trust CCO or his or her delegatee with notice
within a reasonable period of any material deficiencies or other
issues identified by the United States Securities and Exchange
Commission ("SEC") in an examination or otherwise that relate to
or that may significantly affect the Sub-Adviser's
responsibilities with respect to the Fund.
The Sub-Adviser shall be responsible for the preparation and filing
of the Sub-Adviser's own Schedule 13G and Form 13F including the
Sub-Advised Assets as assets deemed to be beneficially owned by
the Sub-Adviser. The Sub-Adviser shall not be responsible for the
preparation or filing of any other reports required on behalf of
the Sub-Advised Assets, except as may be expressly agreed to in
writing.
33
The Sub-Adviser shall maintain separate detailed records of all
matters pertaining to the Sub-Advised Assets, including, without
limitation, brokerage and other records of all securities
transactions. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2
promulgated under the 1940 Act that are prepared or maintained by
the Sub-Adviser on behalf of the Trust are the property of the
Trust and will be surrendered promptly to the Trust upon request.
The Sub-Adviser further agrees to preserve for the periods
prescribed in Rule 31 a-2 under the 1940 Act the records required
to be maintained under Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall promptly notify the Advisers of any financial
condition that is likely to impair the Sub-Adviser's ability to
fulfill its commitments under this Agreement.
Representations and Warranties of the Parties
The Sub-Adviser represents and warrants to the Advisers as follows:
The Sub-Adviser is a registered investment adviser under the
Advisers Act;
The Form ADV that the Sub-Adviser has previously provided to the
Advisers is a true and complete copy of the form as
currently filed with the SEC, and the information contained
therein is accurate and complete in all material respects
and does not omit to state any material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading. The
Sub-Adviser will promptly provide the Advisers and the Trust
with a complete copy of all subsequent amendments to its
Form ADV;
The Sub-Adviser will carry at all times professional errors and
omissions liability insurance covering services provided
hereunder by the Sub-Adviser in an appropriate amount;
Upon request, the Sub-Adviser will furnish the Advisers with
certificates of insurance in forms and substance reasonably
acceptable to the Advisers evidencing the coverages
specified in paragraph 2(a)(iii) hereof and will provide
notice of termination of such coverages, if any, to the
Advisers and the Trust, all as promptly as reasonably
possible. The Sub-Adviser will notify the Advisers promptly,
and in any event within 10 business days, when
34
the Sub-Adviser receives notice of any termination of the
specified coverage; and
This Agreement has been duly authorized and executed by the
Sub-Adviser.
Each Adviser represents and warrants to the Sub-Adviser as follows:
Each Adviser is registered under the Advisers Act; and
Each Adviser and the Trust has duly authorized the execution of
this Agreement by the Advisers.
Obligations of the Advisers.
The Advisers shall provide (or cause the Fund's Custodian (as defined
in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of the
Sub-Advised Assets, cash requirements and cash available for
investment in the Sub-Advised Assets, and all other information
as may be reasonably necessary for the Sub-Adviser to perform its
responsibilities hereunder.
The Advisers have furnished the Sub-Adviser with a copy of the
prospectus and statement of additional information of the Fund
and they agree during the continuance of this Agreement to
furnish the Sub-Adviser copies of any revisions or supplements
thereto relating to the Sub-Adviser's management of the
Sub-Advised Assets under this agreement before the time the
revisions or supplements become effective. The Advisers agree to
furnish the Sub-Adviser with copies of any financial statements
or reports made by the Fund to its shareholders, and any further
materials or information that the Sub-Adviser may reasonably
request to enable it to perform its functions under this
Agreement.
Custodian. The Advisers shall provide the Sub-Adviser with a copy of the
Fund's agreement with the custodian designated to hold the assets of the
Fund (the "Custodian") and any material modifications thereto (the "Custody
Agreement") that may affect the Sub-Adviser's duties, copies of such
modifications to be provided to the Sub-Adviser reasonably in advance of
the effectiveness of such modifications. The Sub-Advised Assets shall be
maintained in the custody of the Custodian identified in, and in accordance
with the terms and conditions of, the Custody Agreement (or any
sub-custodian properly appointed as provided in the Custody Agreement). The
Sub-Adviser shall have no liability for the acts or omissions of the
Custodian, unless such act or omission is taken solely in reliance upon
instruction given to the Custodian by a representative of the Sub-Adviser
properly authorized to give such instruction under the Custody Agreement.
Any assets added to the Fund shall be delivered directly to the Custodian.
35
Use of Name. During the term of this Agreement, the Advisers shall have
permission to use the Sub-Adviser's name in the marketing of the Fund, and
agree to furnish the Sub-Adviser, for its prior approval (which approval
shall not be unreasonably withheld) at its principal office all
prospectuses, proxy statements and reports to shareholders prepared for
distribution to shareholders of the Fund or the public that refer to the
Sub-Adviser in any way. If Advisers do not receive a response from the
Sub-Adviser with respect to such materials within five business days of its
submission for approval, such materials shall be deemed accepted by the
Sub-Adviser. The Sub-Adviser agrees that Advisers may request that the
Sub-Adviser approve use of a certain type, and that Advisers need not
provide for approval each additional piece of marketing material that is of
substantially the same type.
During the term of this Agreement, the Sub-Adviser shall not use the
Advisers' names or the Trust's name without the prior consent of the
Advisers.
Expenses. During the Term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with the performance of its duties
under paragraph 1 hereof other than the cost (including taxes, brokerage
commissions and other transaction costs, if any) of the securities or other
investment instruments purchased or sold for the Fund and other expenses
that are customarily paid by a mutual fund in the ordinary course of
business.
Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser
hereunder, the Sub-Adviser shall be paid the fees in the amounts and in the
manner set forth in Appendix A hereto.
Independent Contractor Status. The Sub-Adviser shall for all purposes
hereof be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent
the Trust or the Advisers in any way or otherwise be deemed an agent of the
Fund or the Advisers.
Liability and Indemnification.
Liability. The duties of the Sub-Adviser shall be confined to those
expressly set forth herein with respect to the Sub-Advised
Assets. The Sub-Adviser shall not be liable for any loss arising
out of any portfolio investment or disposition hereunder, except
a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. Under
no circumstances shall the Sub-Adviser be liable for any loss
arising out of any act or omission taken by another sub-adviser,
or any other third party, in respect of any portion of the
Trust's assets not managed by the Sub-Adviser pursuant to this
Agreement..
Indemnification.
36
The Sub-Adviser shall indemnify the Advisers, the Trust and the Fund,
and their respective affiliates and controlling persons (the
"Adviser Indemnified Persons") for any liability and expenses,
including reasonable attorneys' fees, which the Advisers, the
Trust or the Fund and their respective affiliates and controlling
persons may sustain as a result of the Sub-Adviser's material
breach of this Agreement or representations and warranties herein
or as a result of the Sub-Adviser's willful misfeasance, bad
faith, gross negligence, or reckless disregard of its duties
hereunder or violation of applicable law; provided, however, that
the Adviser Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of the
Advisers' willful misfeasance, bad faith, gross negligence, or
reckless disregard of their duties hereunder.
Each Adviser shall indemnify the Sub-Adviser, its affiliates and its
controlling persons (the "Sub-Adviser Indemnified Persons") for
any liability and expenses, including reasonable attorneys' fees,
arising from, or in connection with, such Adviser's material
breach of this Agreement or their representations and warranties
herein or as a result of such Adviser's willful misfeasance, bad
faith, gross negligence, reckless disregard of their duties
hereunder or violation of applicable law; provided, however, that
the Sub-Adviser Indemnified Persons shall not be indemnified for
any liability or expenses that may be sustained as a result of
the Sub-Adviser's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties hereunder.
Effective Date and Termination. This Agreement shall become effective as of the
date of its execution, and:
unless otherwise terminated, this Agreement shall continue in effect until
August 31, 2008, and from year to year thereafter so long as such
continuance is specifically approved at least annually (i) by the
Board or by vote of a majority of the outstanding voting securities of
the Fund, and (ii) by vote of a majority of the Trustees of the Trust
who are not interested persons of the Trust, either of the Advisers or
the Sub-Adviser, cast in person at a meeting called for the purpose of
voting on such approval;
this Agreement may at any time be terminated on 60 days' written notice to
the Sub-Adviser either by vote of the Board or by vote of a majority
of the outstanding voting securities of the Fund;
37
this Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Advisory Agreement; and
this Agreement may be terminated by the Sub-Adviser on 30 days'
written notice to the Advisers and the Trust, or by the Advisers
immediately upon notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be
without the payment of any penalty.
Amendment. This Agreement may be amended at any time by mutual consent of
the Advisers and the Sub-Adviser, provided that, if required by law, such
amendment shall also have been approved by vote of a majority of the
outstanding voting securities of the Fund and by vote of a majority of the
Trustees of the Trust who are not interested persons of the Trust, either
of the Advisers, or the Sub-Adviser, cast in person at a meeting called for
the purpose of voting on such approval.
Assignment. The Sub-Adviser may not assign this Agreement and this
Agreement shall automatically terminate in the event of an "assignment," as
such term is defined in Section 2(a)(4) of the 1940 Act. The Sub-Adviser
shall notify the Advisers in writing sufficiently in advance of any
proposed change of "control," as defined in Section 2(a)(9) of the 1940
Act, so as to enable the Trust and/or the Advisers to: (a) consider whether
an assignment will occur, (b) consider whether to enter into a new
Sub-Advisory Agreement with the Sub-Adviser, and (c) prepare, file, and
deliver any disclosure document to the Fund's shareholders as may be
required by applicable law.
Miscellaneous. The captions in this 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. If any provision
of this Agreement shall be held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement shall not be
affected thereby. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Illinois and shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors (subject to paragraph 10 (c) hereof) and, to the
extent provided in paragraph 9 hereof, each Sub-Adviser and Advisers
Indemnified Person. Anything herein to the contrary notwithstanding, this
Agreement shall not be construed to require, or to impose any duty upon,
either of the parties to do anything in violation of any applicable laws or
regulations. Any provision in this Agreement requiring compliance with any
statute or regulation shall mean such statute or regulation as amended and
in effect from time to time.
Regulation S-P. In accordance with Regulation S-P, if non-public personal
information regarding any party's customers or consumers is disclosed to
the other party in connection with this Agreement, the other party
receiving such information will not disclose or use that information,
except as may be required by applicable law or rule as requested by
regulatory authorities having jurisdiction
38
over a party rule or as requested by regulatory authorities having
jurisdiction over a party to this Agreement, other than as necessary to
carry out the purposes of this Agreement.
Confidentiality. Any information or recommendations supplied by either the
Advisers or the Sub-Adviser, that are not otherwise in the public domain or
previously known to the other party in connection with the performance of
its obligations and duties hereunder, including without limitation
portfolio holdings of the Trust, financial information or other information
relating to a party to this Agreement, are to be regarded as confidential
("Confidential Information") and held in the strictest confidence. Except
as may be required by applicable law or rule as requested by regulatory
authorities having jurisdiction over a party rule or as requested by
regulatory authorities having jurisdiction over a party to this Agreement,
Confidential Information may be used only by the party to which said
information has been communicated and such other persons as that party
believes are necessary to carry out the purposes of this Agreement, the
Custodian, and such persons as the Advisers may designate in connection
with the Sub-Advised Assets.
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Illinois.
NORTHERN TRUST GLOBAL ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chairman, CEO, President
NORTHERN TRUST INVESTMENTS, N.A.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
XXXXXXX CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: President
39
Appendix A
Sub-Advisory Fees
As full compensation for the services and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Advisers shall pay the Sub-Adviser a
fee at the annual rate of [MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
Such compensation will be computed based on net assets on each day and will
be payable monthly in arrears.
NORTHERN FUNDS
SUB-ADVISORY AGREEMENT
MULTI-MANAGER LARGE CAP FUND
Sub-Advisory Agreement (this "Agreement") entered into as of the 3rd day of
August, 2007, by and among Northern Trust Investments, N.A. and Northern Trust
Global Advisors, Inc. (together, the "Advisers"), and Metropolitan West Capital
Management, LLC, a California limited liability company (the "Sub-Adviser").
WHEREAS, the Advisers have entered into an Investment Advisory and
Ancillary Services Agreement dated May 5, 2006, as amended by Addendum No. 1
dated August 3, 2007 (the "Advisory Agreement") with Northern Funds (the
"Trust"), relating to the provision of portfolio management and administrative
services to the Multi-Manager Large Cap Fund (the "Fund");
WHEREAS, the Advisory Agreement provides that the Advisers may delegate any
or all of their portfolio management responsibilities under the Advisory
Agreement to one or more sub-advisers;
WHEREAS, the Advisers and the Trustees of the Trust desire to retain the
Sub-Adviser to render portfolio management services to the Fund in the manner
and on the terms set forth in this Agreement, and the Sub-Adviser is willing to
provide such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, the parties hereto agree as follows:
Sub-Advisory Services.
The Advisers hereby appoint the Sub-Adviser to act as an investment
adviser to the Fund for the periods and on the terms herein set
forth. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein
provided.
The Sub-Adviser shall, subject to the supervision and oversight of
the Advisers, manage the investment and reinvestment of such
portion of the assets of the Fund, as the Advisers may from time
to time allocate to the Sub-Adviser for management (the
"Sub-Advised Assets"). The Sub-Adviser shall manage the
Sub-Advised Assets in conformity with (i) the investment
objective, policies and
40
restrictions of the Fund set forth in the Trust's prospectus and
statement of additional information relating to the Fund, as they
may be amended from time to time, any additional policies or
guidelines, including without limitation compliance policies and
procedures, established by the Advisers, the Trust's Chief
Compliance Officer, or by the Trust's Board of Trustees ("Board")
that have been furnished in writing to the Sub-Adviser, (ii) the
asset diversification tests applicable to regulated investment
companies pursuant to section 851(b)(3) of the Internal Revenue
Code, (iii) the written instructions and directions received from
the Advisers and the Trust as delivered; and (iv) the
requirements of the Investment Company Act of 1940 (the "1940
Act"), the Investment Advisers Act of 1940 ("Advisers Act"), and
all other federal and state laws applicable to registered
investment companies and the Sub-Adviser's duties under this
Agreement, all as may be in effect from time to time. The
foregoing are referred to below together as the "Policies."
For purposes of compliance with the Policies, the Sub-Adviser
shall be entitled to treat the Sub-Advised Assets as though the
Sub-Advised Assets constituted the entire Fund, and the
Sub-Adviser shall not be responsible in any way for the
compliance of any assets of the Fund, other than the Sub-Advised
Assets, with the Policies. Subject to the foregoing, the
Sub-Adviser is authorized, in its discretion and without prior
consultation with the Advisers, to buy, sell, lend and otherwise
trade in any stocks, bonds and other securities and investment
instruments on behalf of the Fund, without regard to the length
of time the securities have been held and the resulting rate of
portfolio turnover or any tax considerations; and the majority or
the whole of the Sub-Advised Assets may be invested in such
proportions of stocks, bonds, other securities or investment
instruments, or cash, as the Sub-Adviser shall determine.
Notwithstanding the foregoing provisions of this Section 1(b),
however, (i) the Sub-Adviser shall, upon and in accordance with
written instructions from either of the Advisers, effect such
portfolio transactions for the Sub-Advised Assets as the Adviser
shall determine are necessary in order for the Fund to comply
with the Policies, and (ii) upon written notice to the
Sub-Adviser, the Advisers may effect in-kind redemptions with
shareholders of the Fund with securities included within the
Sub-Advised Assets.
Absent instructions from the Advisers or the officers of the Trust to
the contrary, the Sub-Adviser shall place orders pursuant to its
determinations either directly with the issuer or with any broker
and/or dealer or other person who deals in the securities in
which the Fund is trading. With respect to common and preferred
stocks, in executing portfolio transactions and selecting brokers
or dealers,
41
the Sub-Adviser shall use its best judgment to obtain the best
overall terms available. In assessing the best overall terms
available for any transaction, the Sub-Adviser shall consider all
factors it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition
and execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. In evaluating the best
overall terms available and in selecting the broker or dealer to
execute a particular transaction, the Sub-Adviser may also
consider the brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934)
provided to the Fund and/or other account over which the
Sub-Adviser and/or an affiliate of the Sub-Adviser exercises
investment discretion. With respect to securities other than
common and preferred stocks, in placing orders with brokers,
dealers or other persons, the Sub-Adviser shall attempt to obtain
the best net price and execution of its orders, provided that to
the extent the execution and price available from more than one
broker, dealer or other such person are believed to be
comparable, the Sub-Adviser may, at its discretion but subject to
applicable law, select the executing broker, dealer or such other
person on the basis of the Sub-Adviser's opinion of the
reliability and quality of such broker, dealer or such other
person; broker or dealers selected by the Sub-Adviser for the
purchase and sale of securities or other investment instruments
for the Sub-Advised Assets may include brokers or dealers
affiliated with the Sub-Adviser, provided such orders comply with
Rules 17e-1 and 10f-3 under the 1940 Act and the Trust's Rule
17e-1 and Rule 10f-3 Procedures, respectively, in all respects or
any other applicable exemptive rules or orders applicable to the
Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will
not effect any transaction with a broker or dealer that is an
"affiliated person" (as defined under the 0000 Xxx) of the
Sub-Adviser or the Advisers without the prior approval of the
Advisers. The Advisers shall provide the Sub-Adviser with a list,
in writing, of brokers or dealers that are affiliated persons of
the Advisers and shall provide the Sub-Adviser with written
notice of any such changes to such list.
The Sub-Adviser acknowledges that the Advisers and the Trust may rely
on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and
the Sub-Adviser hereby agrees that it shall not consult with any
other investment adviser to the Trust with respect to
transactions in securities for the Sub-Advised Assets or any
other transactions in the Trust's assets, other than for the
purposes of complying with the conditions of paragraphs (a) and
(b) of Rule 12d3-1 under the 1940 Act.
42
The Sub-Adviser has provided the Advisers with a true and complete
copy of its compliance policies and procedures for compliance
with "federal securities laws" (as such term is defined under
Rule 38a-1 of the 0000 Xxx) and Rule 206(4)-7 of the Advisers Act
(the "Sub-Adviser Compliance Policies"). The Sub-Adviser's chief
compliance officer ("Sub-Adviser CCO") shall provide to the
Trust's Chief Compliance Officer (" Trust CCO") or his or her
delegatee promptly (and in no event more than 10 business days)
the following:
a report of any material changes to the Sub-Adviser Compliance
Policies;
a report of any "material compliance matters," as defined by
Rule 38a-1 under the 1940 Act, that have occurred in
connection with the Sub-Adviser Compliance Policies;
a copy of the Sub-Adviser CCO's report with respect to the
annual review of the Sub-Adviser Compliance Policies
pursuant to Rule 206(4)-7 under the Advisers Act; and
an annual (or more frequently as the Trust CCO may request)
certification regarding the Sub-Adviser's compliance with
Rule 206(4)-7 under the Advisers Act and Section 38a-1 of
the 1940 Act as well as the foregoing sub-paragraphs (i) -
(iii).
The Sub-Adviser may, on occasions when it deems the purchase or sale
of a security to be in the best interests of the Fund as well as
other fiduciary or agency accounts managed by the Sub-Adviser,
aggregate, to the extent permitted by applicable laws and
regulations, the securities to be sold or purchased in order to
obtain the best overall terms available and execution with
respect to common and preferred stocks and the best net price and
execution with respect to other securities. In such event,
allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be most fair and
equitable over time to the Fund and to its other accounts.
The Sub-Adviser, in connection with its rights and duties with
respect to the Fund and the Trust shall use the care, skill,
prudence and diligence under the circumstances then prevailing
that a prudent person acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like
character and with like aims.
43
[MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
The Sub-Adviser shall furnish the Advisers and the administrators of
the Trust (together, the "Administrators") weekly, monthly,
quarterly and annual reports concerning portfolio transactions
and performance of the Sub-Advised Assets as the Advisers may
reasonably determine in such form as may be mutually agreed upon,
and agrees to review the Sub-Advised Assets with the Advisers and
discuss the management of them. The Sub-Adviser shall promptly
respond to requests by the Advisers, the Administrators to the
Trust, and the Trust CCO or their delegates for copies of the
pertinent books and records maintained by the Sub-Advisers
relating directly to the Fund. The Sub-Adviser shall also provide
the Advisers with such other information and reports, including
information and reports related to compliance matters, as may
reasonably be requested by them from time to time, including
without limitation all material requested by or required to be
delivered to the Board.
Unless otherwise instructed by the Advisers, the Sub-Adviser shall not
have the power, discretion or responsibility to vote any proxies
in connection with securities in which the Sub-Advised Assets may
be invested, and the Advisers shall retain such responsibility.
The Sub-Adviser shall cooperate promptly and fully with the Advisers
and/or the Trust in responding to any regulatory or compliance
examinations or inspections (including any information requests)
relating to the Trust, the Fund or either of the Advisers brought
by any governmental or regulatory authorities. The Sub-Adviser
shall provide to the Trust CCO or his or her delegate notice of
any deficiencies that are identified by the United States
Securities and Exchange Commission ("SEC") in written
correspondence to the Sub-Adviser and that relate to the services
provided by the Sub-Adviser to the Fund pursuant to this
Agreement. The Sub-Adviser shall provide such notification within
a reasonable period after receiving the correspondence. The
Sub-Adviser shall provide additional information with respect to
such deficiencies as is reasonably requested by the Trust CCO or
his or her delegatee.
The Sub-Adviser shall be responsible for the preparation and filing
of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets.
The Sub-Adviser shall not be responsible for the preparation or
filing of any other reports required on behalf of the Sub-Advised
Assets, except as may be expressly agreed to in writing.
44
The Sub-Adviser shall maintain separate detailed records of all
matters pertaining to the Sub-Advised Assets, including, without
limitation, brokerage and other records of all securities
transactions. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2
promulgated under the 1940 Act that are prepared or maintained by
the Sub-Adviser on behalf of the Trust are the property of the
Trust and will be surrendered promptly to the Trust upon request.
The Sub-Adviser further agrees to preserve for the periods
prescribed in Rule 31a-2 under the 1940 Act the records required
to be maintained under Rule 31a-1 under the 1940 Act.
The Sub-Adviser shall promptly notify the Advisers of any financial
condition that is likely to impair the Sub-Adviser's ability to
fulfill its commitments under this Agreement.
The Sub-Adviser is authorized to honor and act on any notice,
instruction or confirmation given by the Advisers on behalf of
the Trust in writing signed by any of the persons who the
Sub-Adviser has reason to believe are acting in good authority.
The Sub-Adviser shall not be liable for so acting in good faith
upon such instructions, confirmation or authority.
Representations and Warranties of the Parties.
The Sub-Adviser represents and warrants to the Advisers as follows:
The Sub-Adviser is a registered investment adviser under the
Advisers Act;
The Form ADV that the Sub-Adviser has previously provided to the
Advisers is a true and complete copy of the form as
currently filed with the SEC, and the information contained
therein is accurate and complete in all material respects
and does not omit to state any material fact necessary in
order to make the statements made, in light of the
circumstances under which they are made, not misleading. The
Sub-Adviser will promptly provide the Advisers and the Trust
with a complete copy of all subsequent amendments to its
Form ADV;
The Sub-Adviser will carry at all times professional errors and
omissions liability insurance with carriers approved by the
Advisers covering services provided hereunder by the
Sub-Adviser in an appropriate amount, which insurance shall
be primary to any insurance policy carried by the Advisers;
45
The Sub-Adviser will furnish the Advisers with certificates of
insurance in forms and substance reasonably acceptable to
the Advisers evidencing the coverages specified in paragraph
2(a)(iii) hereof and will provide notice of termination of
such coverages, if any, to the Advisers and the Trust, all
as promptly as reasonably possible. The Sub-Adviser will
notify the Advisers promptly, and in any event within 10
business days, when the Sub-Adviser receives notice of any
termination of the specified coverage; and
This Agreement has been duly authorized and executed by the
Sub-Adviser.
Each Adviser represents and warrants to the Sub-Adviser as follows:
Each Adviser is registered under the Advisers Act; and
Each Adviser and the Trust has duly authorized the execution of
this Agreement by the Advisers.
Obligations of the Advisers.
The Advisers shall provide (or cause the Fund's Custodian (as defined
in Section 3 hereof) to provide) timely information to the
Sub-Adviser regarding such matters as the composition of the
Sub-Advised Assets, cash requirements and cash available for
investment in the Sub-Advised Assets, and all other information
as may be reasonably necessary for the Sub-Adviser to perform its
responsibilities hereunder.
The Advisers have furnished the Sub-Adviser with a copy of the
prospectus and statement of additional information of the Fund
and they agree during the continuance of this Agreement to
furnish the Sub-Adviser copies of any revisions or supplements
thereto at, or, if practicable, before the time the revisions or
supplements become effective. The Advisers agree to furnish the
Sub-Adviser with copies of any financial statements or reports
made by the Fund to its shareholders, and any further materials
or information that the Sub-Adviser may reasonably request to
enable it to perform its functions under this Agreement.
Custodian. The Advisers shall provide the Sub-Adviser with a copy of the
Fund's agreement with the custodian designated to hold the assets of the Fund
(the "Custodian") and any material modifications thereto (the "Custody
Agreement") that may affect the Sub-Adviser's duties, copies of such
modifications to be provided to the Sub-Adviser reasonably in advance of the
effectiveness of such modifications. The Sub-Advised Assets shall be maintained
in the custody of the Custodian identified in, and in accordance with the terms
and conditions of, the Custody Agreement (or any sub-
46
custodian properly appointed as provided in the Custody Agreement). The
Sub-Adviser shall have no liability for the acts or omissions of the Custodian,
unless such act or omission is taken solely in reliance upon instruction given
to the Custodian by a representative of the Sub-Adviser properly authorized to
give such instruction under the Custody Agreement. Any assets added to the Fund
shall be delivered directly to the Custodian.
Use of Name. During the term of this Agreement, the Advisers shall have
permission to use the Sub-Adviser's name in the marketing of the Fund, and agree
to furnish the Sub-Adviser, for its prior approval (which approval shall not be
unreasonably withheld) at its principal office all prospectuses, proxy
statements and reports to shareholders prepared for distribution to shareholders
of the Fund or the public that refer to the Sub-Adviser in any way. If Advisers
do not receive a response from the Sub-Adviser with respect to such materials
within five business days of its submission for approval, such materials shall
be deemed accepted by the Sub-Adviser. The Sub-Adviser agrees that Advisers may
request that the Sub-Adviser approve use of a certain type, and that Advisers
need not provide for approval each additional piece of marketing material that
is of substantially the same type.
During the term of this Agreement, the Sub-Adviser shall not use the
Advisers' names or the Trust's name without the prior consent of the Advisers,
except as required by rule, regulation or upon the request of a governmental
authority.
Expenses. During the Term of this Agreement, the Sub-Adviser will pay all
expenses incurred by it in connection with the performance of its duties under
paragraph 1 hereof other than the cost (including taxes, brokerage commissions
and other transaction costs, if any) of the securities or other investment
instruments purchased or sold for the Fund.
Compensation of the Sub-Adviser. As full compensation for all services
rendered, facilities furnished and expenses borne by the Sub-Adviser hereunder,
the Sub-Adviser shall be paid the fees in the amounts and in the manner set
forth in Appendix A hereto.
Independent Contractor Status. The Sub-Adviser shall for all purposes
hereof be deemed to be an independent contractor and shall, unless otherwise
provided or authorized, have no authority to act for or represent the Trust or
the Advisers in any way or otherwise be deemed an agent of the Fund or the
Advisers.
Liability and Indemnification.
Liability. The duties of the Sub-Adviser shall be confined to those
expressly set forth herein with respect to the Sub-Advised
Assets. The Sub-Adviser shall not be liable for any loss arising
out of any portfolio investment or disposition hereunder, except
a loss resulting from willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties hereunder. Under
no circumstances shall
47
the Sub-Adviser be liable for any loss arising out of any act or
omission taken by another sub-adviser, or any other third party,
in respect of any portion of the Trust's assets not managed by
the Sub-Adviser pursuant to this Agreement.
Indemnification.
The Sub-Adviser shall indemnify the Advisers, the Trust and the
Fund, and their respective affiliates and controlling
persons (the "Sub-Adviser Indemnified Persons") for any
liability and expenses, including reasonable attorneys'
fees, which the Advisers, the Trust or the Fund and their
respective affiliates and controlling persons may sustain as
a result of the Sub-Adviser's breach of this Agreement or
its representations and warranties herein or as a result of
the Sub-Adviser's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties hereunder or
violation of applicable law; provided, however, that the
Adviser Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of
the either of the Advisers' willful misfeasance, bad faith,
gross negligence, or reckless disregard of their duties
hereunder.
Each Adviser shall indemnify the Sub-Adviser, its affiliates and
its controlling persons (the "Sub-Adviser Indemnified
Persons") for any liability and expenses, including
reasonable attorneys' fees, arising from, or in connection
with, such Adviser's breach of this Agreement or their
representations and warranties herein or as a result of such
Adviser's willful misfeasance, bad faith, gross negligence,
reckless disregard of their duties hereunder or violation of
applicable law; provided, however, that the Sub-Adviser
Indemnified Persons shall not be indemnified for any
liability or expenses that may be sustained as a result of
the Sub-Adviser's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties hereunder.
Effective Date and Termination. This Agreement shall become effective as of
the date of its execution, and:
unless otherwise terminated, this Agreement shall continue in effect
until August 31, 2008, and from year to year thereafter so long
as such continuance is specifically approved at least annually
(i) by the Board or by vote of a majority of the outstanding
voting securities of the Fund, and (ii) by vote of a majority of
the Trustees of the Trust who are not interested persons of the
Trust, either of the
48
Advisers or the Sub-Adviser, cast in person at a meeting called
for the purpose of voting on such approval;
this Agreement may at any time be terminated on 60 days' written
notice to the Sub-Adviser either by vote of the Board or by vote
of a majority of the outstanding voting securities of the Fund;
this Agreement shall automatically terminate in the event of its
assignment or upon the termination of the Advisory Agreement; and
this Agreement may be terminated by the Sub-Adviser on 30 days'
written notice to the Advisers and the Trust, or by the Advisers
immediately upon notice to the Sub-Adviser.
Termination of this Agreement pursuant to this Section 10 shall be without
the payment of any penalty.
Amendment. This Agreement may be amended at any time by mutual consent of
the Advisers and the Sub-Adviser, provided that, if required by law, such
amendment shall also have been approved by vote of a majority of the outstanding
voting securities of the Fund and by vote of a majority of the Trustees of the
Trust who are not interested persons of the Trust, either of the Advisers, or
the Sub-Adviser, cast in person at a meeting called for the purpose of voting on
such approval.
Assignment. The Sub-Adviser may not assign this Agreement and this
Agreement shall automatically terminate in the event of an "assignment," as such
term is defined in Section 2(a)(4) of the 1940 Act. The Sub-Adviser shall notify
the Advisers in writing sufficiently in advance of any proposed change of
"control," as defined in Section 2(a)(9) of the 1940 Act, so as to enable the
Trust and/or the Advisers to: (a) consider whether an assignment will occur, (b)
consider whether to enter into a new Sub-Advisory Agreement with the
Sub-Adviser, and (c) prepare, file, and deliver any disclosure document to the
Fund's shareholders as may be required by applicable law.
Miscellaneous. The captions in this 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. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be construed in accordance with applicable federal law and the
laws of the State of Illinois and shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors (subject to
paragraph 10 (c) hereof) and, to the extent provided in paragraph 9 hereof, each
Sub-Adviser and Advisers Indemnified Person. Anything herein to the contrary
notwithstanding, this Agreement shall not be construed to require, or to impose
any duty upon, either of the parties to do anything in violation of any
applicable laws or regulations. Any provision in this Agreement requiring
compliance with any statute or regulation shall mean such statute or regulation
as amended and in effect from time to time.
49
Regulation S-P. In accordance with Regulation S-P, if non-public personal
information regarding any party's customers or consumers is disclosed to the
other party in connection with this Agreement, the other party receiving such
information will not disclose or use that information other than as necessary to
carry out the purposes of this Agreement.
Confidentiality. Any information or recommendations supplied by either the
Advisers or the Sub-Adviser, that are not otherwise in the public domain or
previously known to the other party in connection with the performance of its
obligations and duties hereunder, including without limitation portfolio
holdings of the Trust, financial information or other information relating to a
party to this Agreement, are to be regarded as confidential ("Confidential
Information") and held in the strictest confidence. Except as may be required by
applicable law or rule as requested by regulatory authorities having
jurisdiction over a party rule or as requested by regulatory authorities having
jurisdiction over a party to this Agreement, Confidential Information may be
used only by the party to which said information has been communicated and such
other persons as that party believes are necessary to carry out the purposes of
this Agreement, the Custodian, and such persons as the Advisers may designate in
connection with the Sub-Advised Assets.
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Illinois.
Notices. Any notice shall be sufficiently given when sent by certified U.S.
mail, national express delivery service, or facsimile to the parties at the
address below:
If to the Trust:
Northern Funds
00 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxxxxx
Telephone: 312/000-0000
Fax: 312/000-0000
If to the Advisers:
Northern Trust Global Advisors, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxx
Telephone: 203/000-0000
Fax: 203/000-0000
50
If to the Sub-Adviser:
Metropolitan West Capital Management, LLC
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxx
Telephone: 949/000-0000
Fax: 949/000-0000
NORTHERN TRUST GLOBAL ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
NORTHERN TRUST INVESTMENTS, N.A.
By: /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
Metropolitan West Capital Management,
LLC
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Managing Partner
51
Appendix A
Sub-Advisory Fees
As full compensation for the services and the expenses assumed by the
Sub-Adviser pursuant to this Agreement, the Advisers shall pay the Sub-Adviser a
fee at the annual rate of [MATERIAL REDACTED: CONFIDENTIAL TREATMENT REQUESTED].
Such compensation will be computed based on net assets on each day and will
be payable monthly in arrears.
Addendum No. 6 to the Investment Advisory Agreement between Northern Funds and
Northern Trust Investments, N.A. dated February 16, 2007 is hereby incorporated
by reference to Exhibit (d)(21) to Post-Effective Amendment No. 53 filed on May
30, 2007 (Accession No. 0000950137-07-008254).
Amendment No. 1 to the Sub-Advisory Agreement among Northern Trust Investments,
N.A., Northern Trust Global Advisors, Inc. and LSV Asset Management dated August
4, 2006 is hereby incorporated by reference to Exhibit (d)(36) to Post-Effective
Amendment No. 53 filed on May 30, 2007 (Accession No. 0000950137-07-008254).
Addendum No. 1 to the Investment Advisory Agreement among Northern Funds,
Northern Trust Investments, N.A. and Northern Trust Global Advisors, Inc. dated
August 3, 2007 is hereby incorporated by reference to Exhibit (d)(22) to
Post-Effective Amendment No. 58 filed on September 7, 2007 (Accession No.
0000950137-07-013913).
Addendum No. 7 to the Investment Advisory Agreement between Northern Funds and
Northern Trust Investments, N.A. dated August 3, 2007 is hereby incorporated by
reference to Exhibit (d)(23) to Post-Effective Amendment No. 58 filed on
September 7, 2007 (Accession No. 0000950137-07-013913).
Form of Addendum No. 8 to the Investment Advisory Agreement between Northern
Funds and Northern Trust Investments, N.A. is hereby incorporated by reference
to Exhibit (d)(24) to Post-Effective Amendment No. 58 filed on September 7, 2007
(Accession No. 0000950137-07-013913).
Investment Sub-Advisory Agreement for the Multi-Manager International Equity
Fund among Northern Trust Investments, N.A., Northern Trust Global Advisors,
Inc. and UBS Global Asset Management (Americas) Inc. dated August 30, 2007 is
hereby incorporated by reference to Exhibit (d)(45) to Post-Effective Amendment
No. 58 filed on September 7, 2007 (Accession No. 0000950137-07-013913).*
* Portions of this exhibit have been omitted on a request for confidential
treatment submitted to the U.S. Securities and Exchange Commission. The
omitted portions have been filed separately with the SEC.
52
