NORTHERN FUNDS
ADDENDUM NO. 12 TO THE CUSTODIAN AGREEMENT
This Addendum, dated as of the 1st day of August, 2000, is entered
into between NORTHERN FUNDS (the "Trust"), a Delaware business trust, and THE
NORTHERN TRUST COMPANY, an Illinois state bank ("Northern").
WHEREAS, the Trust and Northern have entered into a Custodian
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, by Addendum No. 4 dated August 6, 1996, by Addendum No. 5 dated March
24, 1997, by Addendum No. 6 dated February 12, 1997, by Addendum No. 7 dated
November 18, 1997, by Addendum No. 8 dated December 21, 1998, by Addendum No. 9
dated September 15, 1999, by Xxxxxxxx Xx. 00 dated December 28, 1999 and by
Xxxxxxxx Xx. 00 dated July 31, 2000 (the "Custodian Agreement") pursuant to
which the Trust has appointed Northern to act as custodian 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, Income Equity Fund, Growth Equity Fund, Select Equity
Fund, Small Cap Value Fund (formerly known as the Small Cap Fund), Technology
Fund, Stock Index Fund, Florida Intermediate Tax-Exempt Fund, Short-Intermediate
U.S. Government Fund, California Intermediate Tax-Exempt Fund, Arizona
Tax-Exempt Fund, California Tax-Exempt Fund, Small Cap Index Fund, Mid Cap
Growth Fund, High Yield Municipal Fund, High Yield Fixed Income Fund, Tax-Exempt
Money Market Fund, Small Cap Growth Fund and the Blue Chip 20 Fund; and
WHEREAS, the Trust is establishing the Large Cap Value Fund and the
Aggressive Growth Fund (the "Funds"), and the Trust desires to retain Northern
under the terms of the Custodian Agreement to act as the custodian for the
Funds, and Northern is willing to so act; and
WHEREAS, the Trust and Northern desire to enter into this Addendum No.
12 to provide compensation for the Funds for uninvested cash balances maintained
with Northern under the Custodian Agreement;
NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. APPOINTMENT. The Trust hereby appoints Northern custodian to the
Trust for the Funds in accordance with the terms set forth in the
Custodian Agreement, as amended to date. Northern hereby accepts
such appointment and agrees to render the services set forth in
the Custodian Agreement for the compensation therein provided.
2. CAPITALIZED TERMS. From and after the date hereof, the term
"Funds" as used in the Custodian Agreement shall be deemed to
include the Funds. Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the
Custodian Agreement.
3. CASH BALANCE COMPENSATION. Northern shall compensate the Funds
for uninvested cash balances maintained with Northern at the end
of each day ("Cash Balance Compensation") in accordance with this
paragraph. Cash Balance Compensation with respect to a Fund's
uninvested cash balance shall be determined at the end of each
day based on an annual rate equal to 96% of the previous calendar
month's average 90-day Treasury xxxx interest rate. The amount of
a Fund's accumulated Cash Balance Compensation shall be paid
monthly in the form of reductions to the custody fees otherwise
allocable to a Fund under the Custodian Agreement for such month.
In the event that a Fund's Cash Balance Compensation for any
month exceeds the custody fees payable by a Fund under the
Custodian Agreement for such month, the Fund's excess Cash
Balance Compensation may be carried forward and credited against
future custody fees, PROVIDED that no excess Cash Balance
Compensation may be carried forward beyond the end of any fiscal
year.
4. MISCELLANEOUS. The initial term of the Custodian Agreement with
respect to the Funds shall continue, unless sooner terminated in
accordance with the Custodian Agreement, until March 31, 2001.
Except to the extent supplemented hereby, the Custodian Agreement
shall remain unchanged and in full force and effect, and is
hereby ratified and confirmed in all respects as supplemented
hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Addendum as of
the date and year first above written.
All signatures need not appear on the same copy of this Addendum.
NORTHERN FUNDS
Attest: /s/ Xxxxx Xxxxxxxx
------------------ By: /s/ Xxxxxxxxx Xxxx
------------------
Title: Vice-President
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THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxx Xxxxxxxx
------------------ By: /s/ Xxxxxxxxx Xxxx
------------------
Title: Senior Vice-President
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