Exhibit (d)(34)
SUB-ADVISORY AGREEMENT
AMENDMENT 1
THIS AMENDMENT, dated as of August __, 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 __, 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:
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Name:
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Title:
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NORTHERN TRUST INVESTMENTS, N.A.
LSV ASSET MANAGEMENT
By:
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Name:
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Title:
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