EXHIBIT D(3)
FORM OF
NORTHERN FUNDS
ADDENDUM NO. 2 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 Agreement dated as of July 31, 2000 as amended by Addendum
No. 1 dated July 31, 2000 (the "Advisory Agreement") pursuant to which the Trust
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 and International Select Equity 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 Technology Fund
(the "Fund"), and that it desires to retain the Investment Adviser to act as the
investment adviser therefor, 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 an
annual rate of 1.20% of the 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 Technology 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.
IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
NORTHERN FUNDS
Attest: By:
-------------- -------------------------------
Title:
----------------------------
THE NORTHERN TRUST COMPANY
Attest: By:
-------------- -------------------------------
Title:
----------------------------
