Exhibit (g)(23)
FORM OF
NORTHERN FUNDS
ADDENDUM NO. 5 TO THE FOREIGN CUSTODY AGREEMENT
This Addendum No. 5, dated as of the 29th day of July, 2003, is entered
into between NORTHERN FUNDS (the "Trust"), a Delaware statutory trust, and THE
NORTHERN TRUST COMPANY ("Northern"), an Illinois state bank.
WHEREAS, the Trust and Northern have entered into a Foreign Custody
Agreement dated April 1, 1994, as amended to date (the "Foreign Custody
Agreement"); and
WHEREAS, the Securities and Exchange Commission has amended Rule 17f-4
under the Investment Company Act of 1940 relating to the deposit of securities
in securities depositories; and
WHEREAS, the Trust and Northern desire to amend the terms of the Foreign
Custody Agreement to conform to the provisions of amended Rule 17f-4;
NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Section 3(d) of the Foreign Custody Agreement is hereby amended and
restated in its entirety as follows:
USE OF SECURITIES DEPOSITORIES. Northern, each agent
appointed pursuant to Section 8(a) hereof and each sub-custodian
appointed pursuant to Section 8(b) or 8(c) hereof may deposit all
or any part of the Securities held by it in an account hereunder
(the "Account") and eligible therefor in securities depositories
(including, without limitation, clearing agencies that act as
securities depositories) and intermediary custodians covered by
Rule 17f-4 and Rule 17f-7 under the 1940 Act; provided that
Northern, each such agent and each such sub-custodian shall
comply with all applicable provisions of Rule 17f-4 under the
1940 Act and, with respect to foreign securities depositories,
Rule 17f-7 and the applicable provisions of Rule 17f-5 under the
1940 Act; and provided further that Northern shall (1) exercise
due care in accordance with reasonable commercial standards in
discharging its duty as a securities intermediary to obtain and
thereafter maintain such Securities; (2) provide, promptly upon
request by the Trust, such reports as are available concerning
the internal accounting controls and financial strength of
Northern; and (3) require any intermediary custodian at a minimum
to exercise due care in accordance with
reasonable commercial standards in discharging its duty as a
securities intermediary to obtain and thereafter maintain
financial assets corresponding to the security entitlements of
its entitlement holders. Except as may otherwise be agreed upon
in writing by Northern and the Trust, Securities of a Fund shall
be maintained in foreign securities depositories only through
arrangements implemented by the foreign banking institutions
serving as sub-custodians pursuant to Section 8(c) hereof. For
purposes of this Agreement, any securities depository permitted
under this Section 3(d) shall be deemed approved by the Board of
Trustees.
2. MISCELLANEOUS. Except to the extent supplemented hereby, the Foreign
Custody 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: By:
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Name:
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Title:
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THE NORTHERN TRUST COMPANY
Attest: By:
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Name:
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Title:
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