EXHIBIT D(2)
FORM OF
NORTHERN FUNDS
ADDENDUM NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
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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: By:
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Title:
THE NORTHERN TRUST COMPANY
Attest: By:
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Title:
