NORTHERN FUNDS AGREEMENT TO REIMBURSE ACQUIRED FUND FEES AND EXPENSES
AGREEMENT TO REIMBURSE ACQUIRED FUND FEES AND EXPENSES
Agreement (“Agreement”) dated as of the 31st day of July, 2018 by and between NORTHERN FUNDS (the “Trust”), a Delaware business trust and a registered investment company under the Investment Company Act of 1940, as amended, and NORTHERN TRUST INVESTMENTS, INC. (‘‘NTI”).
WHEREAS, NTI serves as investment adviser and administrator to the funds listed on Exhibit A hereto (each a “Fund, and together, the “Funds”) pursuant to a Management Agreement between the Trust and NTI dated June 30, 2014, as amended (the “Management Agreement”).
WHEREAS, NTI has undertaken to reimburse certain, but not all, of the expenses for the Funds set forth on Exhibit A pursuant to an Expense Reimbursement Agreement dated June 30, 2014, as amended (the “Expense Reimbursement Agreement”), subject to certain excepted expenses as agreed to by the parties in writing from time to time (“Excepted Expenses”).
WHEREAS, the Funds may invest from time to time in other non-money market mutual funds or exchange-traded funds managed by NTI (“Underlying Funds”), and the parties now wish for NTI to provide an undertaking to reimburse an amount equal to the acquired fund fees and expenses incurred by the Funds from their investment in the Underlying Funds.
NOW THEREFORE, in consideration of the foregoing, the parties intending to be legally bound hereby, agree as follows:
1. NTI shall from the date of this Agreement, reimburse the amount of the acquired fund fees and expenses, as calculated pursuant to Form N-1A, that is incurred by each Fund and are attributable to the Fund’s investment in an Underlying Fund (“Reimbursable AFFE”), and the parties agree that such Reimburseable AFFE shall not be treated as Excepted Expenses, notwithstanding any agreement regarding Excepted Expenses.
2. The termination date of this Agreement is July 31, 2019 (the “Initial Term”). This Agreement shall continue automatically for periods of one year (each such one year period, a “Renewal Year”). This Agreement may be terminated, as to any succeeding Renewal Year, by either party upon 60 days’ written notice prior to the end of the current Initial Term or then current Renewal Year. Notwithstanding the foregoing, this Agreement may be terminated by the Trust’s Board of Trustees, with respect to the Fund, at any time if it determines that such termination is in the best interest of the Fund and its shareholders.
3. NTI acknowledges and agrees that it shall not be entitled to collect on or make a claim for reimbursed expenses that are the subject of this Agreement at any time in the future.
4. This Agreement shall be governed by and construed under the laws of the State of Illinois, without regard to its conflict of law provisions. This Agreement may be signed in counterparts.
5. For purposes of clarification, this Agreement does not supersede the Expense Reimbursement 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.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
NORTHERN TRUST INVESTMENTS, INC.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Senior Vice President
Exhibit A
Name of Fund | ||||
1. | Short Bond Fund | |||
2. | U.S. Government Fund | |||
3. | Short-Intermediate U.S. Government Fund |