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EXHIBIT 5(c)
NORTHERN FUNDS
ADDENDUM NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 7th day of August, 1996, 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 and by Addendum No.
2 dated March 29, 1996 (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 and Technology 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 Stock
Index Fund and the Florida Intermediate Tax-Exempt Fund (each a "Fund"), and
that it desires to retain the Investment Adviser to act as the investment
adviser for each Fund, and the Investment Adviser has notified the Trust that it
is willing to serve as investment adviser for each 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 each Fund in accordance with the
terms set forth in the Advisory Agreement. The
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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 an annual rate of .60% of the
Stock Index Fund's average daily net assets and a
fee at an annual rate of .75% of the Florida
Intermediate Tax-Exempt 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 each
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 each Fund shall
continue, unless sooner terminated in accordance
with the Advisory Agreement, until March 31, 1997.
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:/s/ Xxxxxx X. Xxxxxxx
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Title:
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THE NORTHERN TRUST COMPANY
Attest: By:/s/ Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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