Exhibit (d)(20)
NORTHERN FUNDS
FORM OF ADDENDUM NO. 5 TO THE INVESTMENT ADVISORY AGREEMENT
This Addendum, dated as of the __ day of ________, 2006, is entered
into between NORTHERN FUNDS (the "Trust"), a Delaware statutory trust, and
NORTHERN TRUST INVESTMENTS, N.A. (the "Investment Adviser"), a national banking
association.
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, Addendum No. 2 dated February
14, 2005, Addendum No. 3 dated December 5, 2005, and Addendum No. 4 dated
February 17, 2006 and the Acknowledgement of Conversion of Northern Trust, Inc.
into Northern Trust Investments, N.A. (together, 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, International
Equity Index Fund, Mid Cap Index Fund, Enhanced Large Cap Fund, and Emerging
Markets 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 Global Real
Estate 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;
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 the annual rate of 0.35% of the Global Real
Estate 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 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, 2007. 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:
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Title:
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NORTHERN TRUST INVESTMENTS, N.A.
Attest: By:
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Title:
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