NORTHERN FUNDS
FORM OF
ADDENDUM NO. 14 TO THE CUSTODIAN AGREEMENT
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This Addendum, dated as of the ____ day of _________, 2001, 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 ▇▇▇▇▇▇▇▇ ▇▇. ▇▇ dated December 28, 1999, by
▇▇▇▇▇▇▇▇ ▇▇. ▇▇ dated July 31, 2000, by ▇▇▇▇▇▇▇▇ ▇▇. ▇▇ dated August 1, 2000 and
by ▇▇▇▇▇▇▇▇ ▇▇. ▇▇ dated September 26, 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, Blue Chip 20 Fund, Large Cap Value
Fund and the Growth Opportunities Fund;
WHEREAS, the Trust is establishing the Value Fund (the "Fund"),
and the Trust desires to retain Northern under the terms of the Custodian
Agreement to act as the custodian for the Fund, and Northern is willing to so
act; and
WHEREAS, the Trust and Northern desire to enter into this Addendum
No. 14 to provide compensation for the Fund 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 Fund 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 Fund. 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
Fund 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 ▇▇▇▇ 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 Fund shall continue, unless sooner
terminated in accordance with the Custodian Agreement,
until March 31, 2002. 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: By:
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Title:
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THE NORTHERN TRUST COMPANY
Attest: By:
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Title:
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