Exhibit (d)(16)
NORTHERN FUNDS
ADDENDUM NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 14th day of February, 2005, is
entered into between NORTHERN FUNDS (the "Trust"), a Delaware statutory trust,
and NORTHERN TRUST INVESTMENTS, N.A. (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 August 2, 2000,
as amended by Addendum No. 1 dated May 17, 2001, and the Acknowledgement of
Conversion of Northern Trust, Inc. into Northern Trust, N.A. (the "Advisory
Agreement"), pursuant to which the Trust has appointed the Investment Adviser to
act as investment adviser to the Trust for the Large Cap Value Fund and the
Value 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
International Equity Index Fund and Mid Cap Index Fund (the "Funds" and each a
"Fund"), and that it desires to retain the Investment Adviser to act as the
investment adviser for the Funds and the Investment Adviser has notified the
Trust that it is willing to serve as investment adviser for the Funds;
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 Funds 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 Funds, 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 0.25% of the International
Equity Index Fund's average daily net assets and 0.20% of the Mid Cap Index
Fund's average daily 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
Funds. 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 Funds shall continue, unless sooner terminated in accordance with
the Advisory Agreement, until March 31, 2005. 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/ Xxxxx X. Xxxxxxxx
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Title: President
NORTHERN TRUST INVESTMENTS, N.A.
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx III
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Title: Vice President
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