FORM OF
NORTHERN FUNDS
ADDENDUM NO. 5 TO THE INVESTMENT ADVISORY
AGREEMENT
This Addendum, dated as of the 31st day of July, 2000, is
entered into between NORTHERN FUNDS (the "Trust"), a Delaware
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 July 31, 2000 as amended by Addendum No. 1 dated July 31,
2000, by Addendum No. 2 dated July 31, 2000 by Addendum No. 3 dated
July 31, 2000 and by Addendum No. 4 dated July 31, 2000 (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, Global Fixed Income
Fund (formerly known as the International Fixed Income Fund), Income
Equity Fund, Growth Equity Fund, Select Equity Fund, Small Cap Value
Fund (formerly known as the 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, California
Tax-Exempt Fund and 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;
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 the
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 0.65% 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,
2001. 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: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxx
Title: Vice-President
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxx
Title: Vice-President
(..continued)
(continued...)
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