EXHIBIT D(5)
FORM OF
NORTHERN FUNDS
ADDENDUM NO. 4 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 and Ancillary Services Agreement dated as of July 31, 2000
as amended by Addendum No. 1 dated July 31, 2000, by Addendum No. 2 dated July
31, 2000 and by Addendum No. 3 dated July 31, 2000 (the "Advisory Agreement")
pursuant to which the Trust has appointed the Investment Adviser to act as
investment adviser 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, Global Fixed Income Fund
(formerly known as the International Fixed Income Fund), Income Equity Fund,
Growth Equity Fund, Select Equity Fund, Small Cap Value Fund (formerly known as
the Small Cap Fund), International Growth Equity Fund, International Select
Equity Fund, Technology Fund, Stock Index Fund and Florida Intermediate Tax-
Exempt Fund; and
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 Arizona Tax-
Exempt Fund, the California Intermediate Tax-Exempt Fund, the California Tax-
Exempt Fund and the Short-Intermediate U.S. Government Fund (each a "Fund"), and
that it desires to retain the Investment Adviser to act as the investment
adviser for each Fund, and the Investment Adviser has notified the Trust that it
is willing to serve as investment adviser for each Fund;
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 each Fund 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 each Fund, the Trust
will pay the Investment Adviser, and the Investment Adviser will
accept as full compensation therefor from the Trust, a fee at the
annual rate of each of 0.75% of respective average net assets of
each of the Arizona Tax-Exempt, California Intermediate Tax-
Exempt, California Tax-Exempt and Short-Intermediate U.S.
Government Funds.
3. Capitalized Terms. From and after the date hereof, the term
"Current Funds" as used in the Advisory Agreement shall be deemed
to include each 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 each Fund shall continue, unless sooner terminated in
accordance with the Advisory Agreement, 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.
All signatures need not appear on the same copy of this Addendum.
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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THE NORTHERN TRUST COMPANY
Attest: By:
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