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EXHIBIT 8(m)
[FORM]
NORTHERN FUNDS
ADDENDUM NO. 5 TO THE TRANSFER AGENCY AGREEMENT
This Addendum, dated as of the __th day of _________, 1997, is entered
into between NORTHERN FUNDS (the "Trust"), a Massachusetts business trust, and
THE NORTHERN TRUST COMPANY, an Illinois state bank (the "Transfer Agent").
WHEREAS, the Trust and the Transfer Agent have entered into a Transfer
Agency Agreement dated as of April 1, 1994 as amended by Addendum No. 1 dated
November 29, 1994, by Addendum No. 2 dated March 29, 1996, by Addendum No. 3
dated August 7, 1996 and by Addendum No. 4 dated __, 1997 (the "Transfer Agency
Agreement") pursuant to which the Trust has appointed the Transfer Agent to act
as transfer agent to the Trust for the Money Market Fund, U.S. Government Money
Market Fund, Municipal Money Market Fund, U.S. Government Select Money Market
Fund, California Municipal Money Market Fund, U.S. Government Fund, Fixed
Income Fund, Intermediate Tax-Exempt Fund, Tax-Exempt Fund, International Fixed
Income Fund, Income Equity Fund, Growth Equity Fund, Select Equity Fund, Small
Cap Fund, International Growth Equity Fund, International Select Equity Fund,
Technology Fund, Stock Index Fund, Florida Intermediate Tax-Exempt Fund, the
Short-Intermediate U.S. Government Fund, the California Intermediate Tax-Exempt
Fund, the Arizona Tax-Exempt Fund and the California Tax-Exempt Fund; and
WHEREAS, the Trust is establishing the Small Cap Index Fund (the
"Fund"), and the Trust desires to retain the Transfer Agent under the terms of
the Transfer Agency Agreement to render transfer agency and other services with
respect to the Fund and the record and/or beneficial owners of the Fund, and
the Transfer Agent is willing to render such services.
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Appointment. The Trust hereby appoints the Transfer
Agent as transfer agent with respect to the Fund in
accordance with the terms set forth in the Transfer
Agency Agreement. The Transfer Agent hereby accepts
such appointment and agrees to render the services and
perform the duties set forth in the Transfer Agency
Agreement for the compensation therein provided.
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2. Capitalized Terms. From and after the date hereof, the
term "Current Funds" as used in the Transfer Agency
Agreement shall be deemed to include the Fund.
Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the
Transfer Agency Agreement.
3. Miscellaneous. The initial term of the Transfer Agency
Agreement with respect to the Fund shall continue,
unless sooner terminated in accordance with the
Transfer Agency Agreement, until March 31, 1998.
Except to the extent supplemented hereby, the Transfer
Agency Agreement shall remain unchanged and in full
force and effect, and is hereby ratified and confirmed
in all respects as supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
All signatures need not appear on the same copy of this Addendum.
NORTHERN FUNDS
Attest: By:
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Title:
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THE NORTHERN TRUST
Attest: By:
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Title:
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