FORM OF
NORTHERN FUNDS
ADDENDUM NO. 1 TO THE INVESTMENT ADVISORY
AGREEMENT
This Addendum, dated as of the 31st day of July, 2000, is
entered into between NORTHERN FUNDS (the "Trust"), a Delaware
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 Agreement dated as of July 31, 2000
(the "Advisory Agreement"), pursuant to which the Trust appointed the
Investment Adviser to act as investment adviser to the Trust for the
Growth Equity Fund, Income Equity Fund, Small Cap Value Fund
(formerly known as the Small Cap Fund), Select Equity Fund,
International Growth Equity Fund, International Select Equity Fund,
Global Fixed Income Fund (formerly known as International Fixed
Income Fund), Fixed Income Fund, U.S. Government Fund, Intermediate
Tax-Exempt Fund, Tax-Exempt Fund, Money Market Fund, U.S.
Government Money Market Fund and Municipal Money Market Fund;
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 California Municipal Money Market Fund and the U.S.
Government Select Money Market Fund (the "Funds"), and that it desires
to retain the Investment Adviser to act as the investment adviser therefor,
and the Investment Adviser has notified the Trust that it is willing to serve
as investment adviser for the Funds;
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 Funds 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 Funds, the Trust will pay
the Investment Adviser, and the Investment Adviser
will accept as full compensation therefor from the
Trust, a fee at an annual rate of 0.60 of 1% of each
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
California Municipal Money Market Fund and the
U.S. Government Select Money Market 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 Funds shall continue,
unless sooner terminated in accordance with the
Advisory Agreements, until March 31, 2001.
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.
IN WITNESS WHEREOF, the undersigned have
executed this Addendum as of the date and year first above written.
NORTHERN FUNDS
Attest: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxx
Title: Vice-President
THE NORTHERN TRUST COMPANY
Attest: /s/ Xxxxx Xxxxxxxx By /s/ Xxxxxxxxx Xxxx
Title: Vice-President
(..continued)
(continued...)
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