FIRST AMENDMENT TO SUBADVISORY AGREEMENT BY AND AMONG
SURGEONS DIVERSIFIED INVESTMENT FUND, SURGEONS ASSET
MANAGEMENT, LLC AND NORTHERN TRUST INVESTMENTS, N.A.
WHEREAS, Surgeons Diversified Investment Fund, an Ohio Business Trust (the
"Trust"), Surgeons Asset Management, LLC, a Delaware limited liability company
(the "Manager") and Northern Trust Investments, N.A., a registered investment
advisor organized under the laws of the State of Illinois (the "Subadviser")
have previously entered into that certain Subadvisory Agreement dated effective
as of September 1, 2006 (the "Agreement"); and
WHEREAS, the Trust, Manager and Subadviser now wish to revise the
Agreement to reflect the fact that certain assets managed by the Subadviser on
behalf of the Trust will be invested in a money market fund which itself pays a
fee to the Subadviser or an affiliate of the Subadviser and that such assets
should be excluded in calculating the fee payable to the Subadviser under the
Agreement;
WHEREAS, in order to implement this change, Section 5 of the Agreement
requires amendment;
NOW THEREFORE, in exchange for the mutual promises exchanged herein, the
parties agree that Section 5 of the Agreement shall be and hereby is replaced in
its entirety as follows:
"5. COMPENSATION OF THE SUBADVISER.
As compensation for the services to be rendered and duties undertaken
hereunder by the Subadviser, the Manager will pay to the Subadviser a quarterly
Subadvisory fee equal to 0.30% per annum of the average daily net assets of the
portion of the Fund managed by the Subadviser, less the average daily amount of
such net assets that are invested in a money market fund which itself pays an
advisory fee to the Subadviser. The minimum fee to the Subadviser will be
$10,500 per quarter ($42,000 annually)."
In all other respects, the Agreement shall and hereby does remain in full
force and effect.
This First Amendment to the Agreement (the "Amendment") shall be effective
as of January 1, 2007.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered in their names and on their behalf by the undersigned,
thereunto duly authorized, all as of the day and year first above written.
SURGEONS ASSET SURGEONS DIVERSIFIED
MANAGEMENT, LLC INVESTMENT FUND
By: /s/ Xxx Xxxxxxx By: /s/ Xxxxxxx X. Xxx
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Xxx Xxxxxxx, Comptroller Xxxxxxx X. Xxx, Esq., President
NORTHERN TRUST INVESTMENTS, N.A.
By: /s/ Xxxxx X. Szymaneck
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Xxxxx X. Szymaneck, Vice President
