1
EXHIBIT 5(e)
NORTHERN FUNDS
ADDENDUM NO. 5 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the 12th day of February, 1997, 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, by Addendum No. 2 dated
March 29, 1996 by Addendum No. 3 dated August 7, 1996 and by Addendum No. 4
dated March 24, 1997 (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, Technology Fund, Stock Index
Fund, Short-Intermediate U.S. Government Fund, California Intermediate
Tax-Exempt Fund, Arizona Tax-Exempt Fund and California Tax-Exempt Fund, 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;
2
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 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 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, 1998. 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/ Xxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
-------------------- --------------------------------------
Title: Vice President
-----------------------------------
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxx XxXxxxxxx By: /s/ Xxxxx X. Xxxxxxxx
-------------------- --------------------------------------
Title: Senior Vice President
-----------------------------------
