Amendment No. 1 to Capital Support Agreement between Northern Trust Corporation and Northern Trust Global Funds plc (Sterling Fund)
Northern Trust Corporation and Northern Trust Global Funds plc, on behalf of The Sterling Fund, have agreed to amend their existing Capital Support Agreement. This amendment changes the deadline for certain obligations to 5:00 p.m. Eastern Time on February 28, 2009, and clarifies the Fund's right to sell eligible notes if the support provided is insufficient to maintain the required net asset value. All other terms of the original agreement remain unchanged.
EXHIBIT 10.5
AMENDMENT NO. 1 TO
CAPITAL SUPPORT AGREEMENT
This Amendment No. 1 (the Amendment) to the Capital Support Agreement, is made as of the 15th day of July 2008, by and between the Northern Trust Corporation (the Support Provider) and Northern Trust Global Funds plc (the Company) on behalf of its sub-fund The Sterling Fund (the Fund).
WHEREAS, the parties have entered into a Capital Support Agreement (the Agreement), dated as of February 21, 2008; and
WHEREAS, the parties desire to amend the Agreement on the terms and subject to the conditions provided herein.
NOW THEREFORE, the parties, intending to be legally bound, hereby agree as follows:
1. Unless otherwise expressly provided herein, capitalized terms shall have the meanings assigned to them in the Agreement.
2. Section 3(c)(iii) of the Agreement is hereby deleted in its entirety and replaced as set forth below:
(iii) 5:00 p.m. Eastern Time on February 28, 2009.
3. If the Board of Directors of the Fund (the Board) determines that the Maximum Contribution Amount, reduced by the amount of any Capital Contribution previously made by the Support Provider to the Fund, will not be sufficient to maintain the Funds net asset value per share at no less than the Minimum Permissible NAV, the Board, at its option, may cause the Fund to sell the Eligible Notes. Such sale is a sale for purposes of Section 1(c) of the Agreement, which defines a Contribution Event.
IN WITNESS WHEREOF, the parties caused this Amendment No. 1 to the Capital Support Agreement to be executed this 15th day of July 2008.
NORTHERN TRUST CORPORATION | ||
By: | /s/ William R. Dodds, Jr. | |
Name: | William R. Dodds, Jr. | |
Title: | Treasurer | |
ADDRESS FOR NOTICES: | ||
50 South LaSalle Street | ||
Chicago | ||
Illinois 60675 | ||
United States of America | ||
NORTHERN TRUST GLOBAL FUNDS PLC FOR AND ON BEHALF OF THE STERLING FUND | ||
By: | /s/ John Fitzpatrick | |
Name: | John Fitzpatrick | |
Title: | Director | |
ADDRESS FOR NOTICES: | ||
Georges Court | ||
54-62 Townsend Street | ||
Dublin 2 | ||
Ireland |