Exhibit G
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, dated April 21, 2004, between NT Alpha Strategies Fund
(the "Trust"), a Delaware statutory trust, and Northern Trust Global Advisors,
Inc. (the "Advisor"), a Delaware corporation.
WHEREAS, Advisor has agreed to furnish investment advisory services
to the Trust;
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed by and between the parties hereto
as follows:
1. In General. The Advisor agrees, all as more fully set forth
herein, to act as investment advisor in respect of the Trust with respect to
the investment of the Trust's assets and to supervise and arrange for the
day-to-day operations of the Trust and the purchase of securities for and the
sale of securities held in the investment portfolio of the Trust.
2. Duties and Obligations of the Advisor. Subject to the succeeding
provisions of this section and subject to the direction and control of the
Trustee, the Advisor shall (i) act as investment advisor for and supervise and
manage the investment and reinvestment of the Trust's assets and in connection
therewith have complete discretion in purchasing and selling securities and
other assets for the Trust and in voting, exercising consents and exercising
all other rights appertaining to such securities and other assets in respect
of the Trust; (ii) supervise continuously the investment program of the Trust
and the composition of its investment portfolio; (iii) arrange, subject to the
provisions of paragraph 3 hereof, for the purchase and sale of securities and
other assets held in the investment portfolio of the Trust; and (iv) provide
investment research to the Trust. Subject to the requirements of the 1940 Act,
the Advisor may delegate any of the above duties to one or more sub-advisors.
The Advisor may also appoint investment managers to provide investment
advisory services to collective investment vehicles in which the Trust is
investing its assets. If the Advisor has arranged for the investment of any
assets of the Trust in one or more collective investment vehicles, then the
Advisor will not be responsible for the investments decisions being made with
respect to the assets of such collective investment vehicles.
3. Covenants. (a) In the performance of its duties under this
Agreement, the Advisor shall at all times conform to, and act in accordance
with, any requirements imposed by: (i) the provisions of the 1940 Act and the
Investment Advisers Act of 1940, as amended, and all applicable Rules and
Regulations of the Securities and Exchange Commission; (ii) any other
applicable provision of law; (iii) the provisions of the Agreement and
Declaration of Trust, as amended and restated, and By-Laws of the Trust, as
such documents are amended from time to time; (iv) the investment objectives
and policies of the Trust as set forth in its Registration Statement on Form
N-2; and (v) any policies and determinations of the Board of Trustees of the
Trust and
(b) In addition, the Advisor will: (i) place orders either directly
with the issuer or with any broker or dealer. Subject to the other provisions
of this paragraph, in placing orders with brokers and dealers, the Advisor
will attempt to obtain the best price and the most favorable execution of its
orders. In placing orders, the Advisor will consider the experience and skill
of the firm's securities traders as well as the firm's financial
responsibility and administrative efficiency. Consistent with this obligation,
the Advisor may select brokers on the basis of the research, statistical and
pricing services they provide to the Trust and other clients of the Advisor.
Information and research received from such brokers will be in addition to,
and not in lieu of, the services required to be performed by the Advisor
hereunder. A commission paid to such brokers may be higher than that which
another qualified broker would have charged for effecting the same
transaction, provided that the Advisor determines in good faith that such
commission is reasonable in terms either of the transaction or the overall
responsibility of the Advisor to the Trust and its other clients and that the
total commissions paid by the Trust will be reasonable in relation to the
benefits to the Trust over the long-term. In addition, to the extent expressly
authorized by the Board of Trustees of the Trust by separate resolution, the
Advisor is authorized to take into account the sale of shares of the Trust in
allocating purchase and sale orders for portfolio securities to brokers or
dealers (including brokers and dealers that are affiliated with the Advisor),
provided that the Advisor believes that the quality of the transaction and the
commission are comparable to what they would be with other qualified firms. In
no instance, however, will the Trust's securities be purchased from or sold to
the Advisor, or any affiliated person thereof, except to the extent permitted
by the SEC or by applicable law;
(ii) maintain a policy and practice of conducting
its investment advisory services hereunder independently of any
commercial banking operations of its affiliates. When the Advisor
makes investment recommendations for the Trust, its investment
advisory personnel will not inquire or take into consideration
whether the issuer of securities proposed for purchase or sale for
the Trust's account are customers of the commercial department of its
affiliates; and
(iii) treat confidentially and as proprietary
information of the Trust all records and other information relative
to the Trust, and the Trust's prior, current or potential
shareholders, and will not use such records and information for any
purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing
by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Advisor may be exposed to civil or
criminal contempt proceedings for failure to comply, when requested
to divulge such information by duly constituted authorities, or when
so requested by the Trust.
4. Services Not Exclusive. Nothing in this Agreement shall prevent
the Advisor or any officer, employee or other affiliate thereof from acting as
investment advisor for any other person, firm or corporation, or from engaging
in any other lawful activity, and shall not in any way limit or restrict the
Advisor or any of its officers, employees or agents from buying, selling or
trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting; provided, however, that the Advisor
will undertake no activities which, in its judgment, will adversely affect the
performance of its obligations under this Agreement.
5. Books and Records. In compliance with the requirements of Rule
31a-3 under the 1940 Act, the Advisor hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such records upon the Trust's request. The
Advisor further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act the records required to be maintained by Rule 31a-1 under
the 1940 Act.
6. Agency Cross Transactions. From time to time, the Advisor or
brokers or dealers affiliated with it may find themselves in a position to buy
for certain of their brokerage clients (each an "Account") securities which
the Advisor's investment advisory clients wish to sell, and to sell for
certain of their brokerage clients securities which advisory clients wish to
buy. Where one of the parties is an advisory client, the Advisor or the
affiliated broker or dealer cannot participate in this type of transaction
(known as a cross transaction) on behalf of an advisory client and retain
commissions from one or both parties to the transaction without the advisory
client's consent. This is because in a situation where the Advisor is making
the investment decision (as opposed to a brokerage client who makes his own
investment decisions), and the Advisor or an affiliate is receiving
commissions from both sides of the transaction, there is a potential
conflicting division of loyalties and responsibilities on the Advisor's part
regarding the advisory client. The SEC has adopted a rule under the Investment
Advisers Act of 1940, as amended, which permits the Advisor or its affiliates
to participate on behalf of an Account in agency cross transactions if the
advisory client has given written consent in advance. By execution of this
Agreement, the Trust authorizes the Advisor or its affiliates to participate
in agency cross transactions involving an Account. The Trust may revoke its
consent at any time by written notice to the Advisor.
7. Expenses. During the term of this Agreement, the Advisor will bear
all costs and expenses of its employees and any overhead incurred in
connection with its duties hereunder and shall bear the costs of any salaries
or trustees fees of any officers or trustees of the Trust who are affiliated
persons (as defined in the 0000 Xxx) of the Advisor; provided that the Board
of Trustees of the Trust may approve reimbursement to the Advisor of the pro
rata portion of the salaries, bonuses, health insurance, retirement benefits
and all similar employment costs for the time spent on Trust operations (other
than the provision of investment advice required to be provided hereunder) of
all personnel employed by the Advisor who devote substantial time to Trust
operations or the operations of other investment companies advised by the
Advisor.
8. Compensation of the Advisor. (a) The Trust agrees to pay to the
Advisor and the Advisor agrees to accept as full compensation for all services
rendered by the Advisor as such, a quarterly fee (the "Investment Advisory
Fee") in arrears at an annual rate equal to 1% of the quarterly net asset
value of the Trust calculated as of the last business day of each calendar
quarter. For any period less than a month during which this Agreement is in
effect, the fee shall be prorated according to the proportion which such
period bears to a full month of 28, 29, 30 or 31 days, as the case may be.
(b) For purposes of this Agreement, the net assets of the
Trust shall be calculated pursuant to the procedures adopted by resolutions of
the Trustees of the Trust for calculating the value of the Trust's assets or
delegating such calculations to third parties.
9. Indemnity. (a) The Trust hereby agrees to indemnify the Advisor,
and each of the Advisor's directors, officers, employees, agents, associates
and controlling persons and the directors, partners, members, officers,
employees and agents thereof (including any individual who serves at the
Advisor's request as director, officer, partner, member, trustee or the like
of another entity) (each such person being an "Indemnitee") against any
liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and counsel fees (all as provided in
accordance with applicable state law) reasonably incurred by such Indemnitee
in connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
investigative body in which such Indemnitee may be or may have been involved
as a party or otherwise or with which such Indemnitee may be or may have been
threatened, while acting in any capacity set forth herein or thereafter by
reason of such Indemnitee having acted in any such capacity, except with
respect to any matter as to which such Indemnitee shall have been adjudicated
not to have acted in good faith in the reasonable belief that such
Indemnitee's action was in the best interest of the Trust and furthermore, in
the case of any criminal proceeding, so long as such Indemnitee had no
reasonable cause to believe that the conduct was unlawful; provided, however,
that (1) no Indemnitee shall be indemnified hereunder against any liability to
the Trust or its shareholders or any expense of such Indemnitee arising by
reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence or
(iv) reckless disregard of the duties involved in the conduct of such
Indemnitee's position (the conduct referred to in such clauses (i) through
(iv) being sometimes referred to herein as "disabling conduct"), (2) as to any
matter disposed of by settlement or a compromise payment by such Indemnitee,
pursuant to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless there has been a
determination that such settlement or compromise is in the best interests of
the Trust and that such Indemnitee appears to have acted in good faith in the
reasonable belief that such Indemnitee's action was in the best interest of
the Trust and did not involve disabling conduct by such Indemnitee and (3)
with respect to any action, suit or other proceeding voluntarily prosecuted by
any Indemnitee as plaintiff, indemnification shall be mandatory only if the
prosecution of such action, suit or other proceeding by such Indemnitee was
authorized by a majority of the full Board of Trustees of the Trust.
(b) The Trust shall make advance payments in connection with
the expenses of defending any action with respect to which indemnification
might be sought hereunder if the Trust receives a written affirmation of the
Indemnitee's good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to reimburse the Trust
unless it is subsequently determined that such Indemnitee is entitled to such
indemnification and if the trustees of the Trust determine that the facts then
known to them would not preclude indemnification. In addition, at least one of
the following conditions must be met: (A) the Indemnitee shall provide a
security for such Indemnitee-undertaking, (B) the Trust shall be insured
against losses arising by reason of any lawful advance, or (C) a majority of a
quorum consisting of trustees of the Trust who are neither "interested
persons" of the Trust (as defined in Section 2(a)(19) of the 0000 Xxx) nor
parties to the proceeding ("Disinterested Non-Party Trustees") or an
independent legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the Indemnitee ultimately will be found
entitled to indemnification.
(c) All determinations with respect to indemnification
hereunder shall be made (1) by a final decision on the merits by a court or
other body before whom the proceeding was brought that such Indemnitee is not
liable or is not liable by reason of disabling conduct, or (2) in the absence
of such a decision, by (i) a majority vote of a quorum of the Disinterested
Non-Party Trustees of the Trust, or (ii) if such a quorum is not obtainable
or, even if obtainable, if a majority vote of such quorum so directs,
independent legal counsel in a written opinion. All determinations that
advance payments in connection with the expense of defending any proceeding
shall be authorized shall be made in accordance with the immediately preceding
clause (2) above.
The rights accruing to any Indemnitee under these provisions
shall not exclude any other right to which such Indemnitee may be lawfully
entitled.
10. Limitation on Liability. (a) The Advisor will not be liable for
any error of judgment or mistake of law or for any loss suffered by Advisor or
by the Trust in connection with the performance of this Agreement, except a
loss resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its duties under this Agreement.
(b) Notwithstanding anything to the contrary contained in
this Agreement, the parties hereto acknowledge and agree that, as provided in
Section 5.1 of Article V of the Declaration of Trust, this Agreement is
executed by the Trustees and/or officers of the Trust, not individually but as
such Trustees and/or officers of the Trust, and the obligations hereunder are
not binding upon any of the Trustees or Shareholders individually but bind
only the estate of the Trust.
11. Duration and Termination. This Agreement shall become effective
as of the date hereof and, unless sooner terminated with respect to the Trust
as provided herein, shall continue in effect for a period of two years.
Thereafter, if not terminated, this Agreement shall continue in effect with
respect to the Trust for successive periods of 12 months, provided such
continuance is specifically approved at least annually by both (a) the vote of
a majority of the Trust's Board of Trustees or the vote of a majority of the
outstanding voting securities of the Trust at the time outstanding and
entitled to vote, and (b) by the vote of a majority of the Trustees who are
not parties to this Agreement or interested persons of any party to this
Agreement, cast in person at a meeting called for the purpose of voting on
such approval. Notwithstanding the foregoing, this Agreement may be terminated
by the Trust at any time, without the payment of any penalty, upon giving the
Advisor 60 days' notice (which notice may be waived by the Advisor), provided
that such termination by the Trust shall be directed or approved by the vote
of a majority of the Trustees of the Trust in office at the time or by the
vote of the holders of a majority of the voting securities of the Trust at the
time outstanding and entitled to vote, or by the Advisor on 60 days' written
notice (which notice may be waived by the Trust). This Agreement will also
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested person" and "assignment" shall have the same meanings of such
terms in the 1940 Act.)
12. Notices. Any notice under this Agreement shall be in writing to
the other party at such address as the other party may designate from time to
time for the receipt of such notice and shall be deemed to be received on the
earlier of the date actually received or on the fourth day after the postmark
if such notice is mailed first class postage prepaid.
13. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought. Any amendment of this Agreement
shall be subject to the 1940 Act.
14. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware for contracts to be
performed entirely therein without reference to choice of law principles
thereof and in accordance with the applicable provisions of the 1940 Act.
15. Use of the Names NT and Northern Trust. The Advisor has consented
to the use by the Trust of the name or identifying words "NT" and "Northern
Trust" in the name of the Trust. Such consent is conditioned upon the
employment of the Advisor as the investment advisor to the Trust. The name or
identifying words "NT" and "Northern Trust" may be used from time to time in
other connections and for other purposes by the Advisor and any of its
affiliates. The Advisor may require the Trust to cease using "NT" and
"Northern Trust" in the name of the Trust if the Trust ceases to employ, for
any reason, the Advisor, any successor thereto or any affiliate thereof as
investment advisor of the Trust.
16. 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 binding on, and shall inure to the
benefit of the parties hereto and their respective successors.
17. Counterparts. This Agreement may be executed in counterparts by
the parties hereto, each of which shall constitute an original counterpart,
and all of which, together, shall constitute one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers, all as of the day
and the year first above written.
NT ALPHA STRATEGIES FUND
By:
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Name:
Title:
NORTHERN TRUST GLOBAL ADVISORS, INC.
By:
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Name:
Title:
