Exhibit (d)(36)
SUB-ADVISORY AGREEMENT
AMENDMENT 1
THIS AMENDMENT, dated as of August 4, 2006, is made to the Sub-Advisory
Agreement (the "Agreement") by and among Northern Trust Investments, N.A.,
Northern Trust Global Advisors, Inc. (together the "Advisers") and LSV Asset
Management (the "Sub-Adviser") dated June 22, 2006.
WITNESSETH
WHEREAS, the Advisers and the Sub-Adviser desire to modify the Agreement as
set forth below:
1. Paragraph 1(h) of the Agreement shall be modified as follows:
The services of the Sub-Adviser hereunder are not deemed to be exclusive
and the Sub-Adviser shall be free to render 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 other wise interferes with the
ability of the Advisers to engage any organization to provide investment
advisory services or other services to the Fund 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 otherwise interfere with the ability of the
Advisers and the Trust or any of their affiliates to engage any
organization, now or in the future, to manage the Fund. Nothing in this
paragraph shall give the Advisers or the Trust or any of their affiliates
the right to employ or otherwise engage on an individual basis any person
who is subject to the Sub-Adviser's non-compete and non-disclosure
arrangements. For the avoidance of doubt, the foregoing sentence shall not
limit or otherwise restrict the Advisers or the Trust from engaging an
organization to provide investment advisory or other services to the Fund
if a former employee of the Sub-Adviser who is subject to the Sub-Adviser's
non-compete and non-disclosure arrangements is providing investment
advisory or other services to the Fund through that organization as an
employee or otherwise.
2. With respect to the paragraph 3(b) of the Agreement, Adviser will use
its best efforts to provide Sub-Adviser with any revisions or supplements to the
Prospectus or Statement of Additional Information dealing with the Sub-Adviser's
duties prior to their effectiveness.
IN WITNESS WHEREOF, each party hereto has caused this Amendment 1 to be executed
by a duly authorized person as of the day and year first above written.
NORTHERN TRUST GLOBAL ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: CEO & President
NORTHERN TRUST INVESTMENTS, N.A.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
LSV ASSET MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: COO
