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EXHIBIT 5(e)
[FORM]
NORTHERN FUNDS
ADDENDUM NO. 5 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the _____ day of __________, 1997,
is entered into between NORTHERN FUNDS (the "Trust"), a Massachusetts business
trust, and THE NORTHERN TRUST COMPANY (the "Investment Adviser"), an Illinois
state bank.
WHEREAS, the Trust and the Investment Adviser have entered
into an Investment Advisory and Ancillary Services 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 "Advisory Agreement") pursuant to which the Trust has
appointed the Investment Adviser to act as investment adviser 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, Short- Intermediate U.S. Government Fund, California
Intermediate Tax- Exempt Fund, Arizona Tax-Exempt Fund and California
Tax-Exempt Fund, Florida Intermediate Tax-Exempt Fund; and
WHEREAS, Section 1(b) of the Advisory Agreement provides that
in the event the Trust establishes one or more additional investment portfolios
with respect to which it desires to retain the Investment Adviser to act as
investment adviser under the Advisory Agreement, the Trust shall so notify the
Investment Adviser in writing and if the Investment Adviser is willing to
render such services it shall notify the Trust in writing, and the compensation
to be paid to the Investment Adviser shall be that which is agreed to in
writing by the Trust and the Investment Adviser; and
WHEREAS, pursuant to Section 1(b) of the Advisory Agreement,
the Trust has notified the Investment Adviser that it is establishing the Small
Cap Index Fund (the "Fund"), and that it desires to retain the Investment
Adviser to act as the investment adviser for the Fund, and the Investment
Adviser has notified the Trust that it is willing to serve as investment
adviser for the Fund;
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NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Appointment. The Trust hereby appoints the
Investment Adviser to act as investment adviser to the Trust for
the Fund in accordance with the terms set forth in the Advisory
Agreement. The Investment Adviser hereby accepts such
appointment and agrees to render the services set forth in the
Advisory Agreement for the compensation herein provided.
2. Compensation. For the services provided and the
expenses assumed pursuant to the Advisory Agreement regarding
each Fund, the Trust will pay the Investment Adviser, and the
Investment Adviser will accept as full compensation therefor from
the Trust, a fee at the annual rate of_______ of the Fund's average
net assets.
3. Capitalized Terms. From and after the date
hereof, the term "Current Funds" as used in the Advisory
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 Advisory Agreement.
4. Miscellaneous. The initial term of the Advisory
Agreement with respect to the Fund shall continue, unless sooner terminated in
accordance with the Advisory Agreement, until March 31, 1998. Except to the
extent supplemented hereby, the Advisory Agreement shall remain unchanged and
in full force and effect, and is hereby ratified and confirmed in all respects
as supplemented hereby.
All signatures need not appear on the same copy of this
Addendum.
IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date and year first above written.
NORTHERN FUNDS
Attest: By:
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Title:
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THE NORTHERN TRUST COMPANY
Attest: By:
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Title:
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