[FORM OF] AMENDMENT TO
CO-ADMINISTRATION AGREEMENT
This Amendment dated as of February __, 2002, is entered into by
NORTHERN FUNDS (the "Fund"), NORTHERN TRUST INVESTMENTS, INC. ("NTI") and PFPC
INC. ("PFPC").
WHEREAS, the Fund, The Northern Trust Company ("Northern") and PFPC
entered into a Co-Administration Agreement dated as of July 31, 2000, as amended
(the "Agreement") which appointed PFPC and Northern as Co-Administrators with
respect to each investment portfolio listed as Schedule A to the Agreement;
WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of
January 1, 2001, Northern assigned its rights and obligations under the
Agreement to NTI and NTI accepted all such rights and obligations;
WHEREAS, the Fund, NTI and PFPC wish to amend certain terms of the
Agreement;
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
I. The final sentence of Article 16 of the Agreement shall be
revised to read as follows:
The Co-Administrators may, in their sole discretion, engage
subcontractors to perform any of the obligations contained in
this Agreement that they are otherwise required to perform
hereunder, provided that the Co-Administrators shall be
responsible for all compensation payable to such
subcontractors and shall remain responsible for the acts and
omissions of such subcontractors to the same extent that the
Co-Administrators are hereunder.
II. The following sentence shall be added as the final sentence of
Section 12.2 of the Agreement:
Notwithstanding anything to the contrary above, the first
Renewal Term shall expire on [April 30, 2002], and each
successive Renewal Term shall expire on [April 30].
III. Except to the extent amended hereby, the Agreement shall
remain unchanged and in full force and effect and is hereby
ratified and confirmed in all respects as amended hereby.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
and year first written above.
NORTHERN FUNDS
By:
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NORTHERN TRUST INVESTMENTS, INC.
By:
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PFPC INC.
By:
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