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
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Title: Vice President
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THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxx Xxxxxxxx
-------------------- By: /s/ Xxxxxxxxx Xxxx
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Title: Senior Vice President
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