FORM OF
ASSUMPTION AGREEMENT
AGREEMENT made as of July 31, 2000 between THE NORTHERN TRUST
COMPANY, an Illinois state bank ("Northern"), and NORTHERN TRUST INVESTMENTS,
INC., which was formerly named Northern Trust Quantitative Advisors, Inc.
("NTI"), a wholly-owned, indirect subsidiary of THE NORTHERN TRUST CORPORATION.
WHEREAS, Northern Funds is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, pursuant to the terms of an Agreement and Plan
of Reorganization, Conversion and Termination, Northern Funds
is being reorganized from a Massachusetts business trust to a
Delaware business trust as of the date hereof; and
WHEREAS, Northern was initially appointed as investment adviser to the Small
Cap Value Fund (previously named "Small Cap Fund"), Small Cap Index Fund and
Stock Index Fund (the "Funds") of Northern Funds pursuant to an
Investment Advisory and Ancillary Services Agreement between Northern
and Northern Funds; and
WHEREAS, NTI has previously assumed all rights and obligations of Northern as
investment adviser with respect to each Fund pursuant to an Assumption
Agreement dated April
1, 1998; and
WHEREAS, Northern and NTI desire to reaffirm NTI's assumption of Northern's
rights and obligations as investment adviser to the Funds.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as
follows:
1. NTI hereby reaffirms with respect to Northern Funds' Investment
Advisory Agreement dated July 31, 2000 that it has assumed all rights
and obligations of Northern thereunder with respect to the Funds.
2. Northern hereby represents that, in connection with its assumption of
rights and obligations of Northern with respect to the Funds, (i) the
management personnel of Northern responsible for providing investment advisory
services to the Funds under the Investment Advisory Agreement, including the
portfolio managers and the supervisory personnel, were employees of NTI
who continued to provide such services for the Funds, and (ii) both Northern
and NTI are wholly-owned subsidiaries of The Northern Trust Corporation.
Consequently, Northern believes that the assumption did not involve a change
in actual control or actual management with respect to the investment
adviser or the Funds.
3. Both parties hereby agree that this Assumption Agreement shall be
attached to and made a part of the aforesaid Investment Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first
above written.
Attest: THE NORTHERN TRUST COMPANY
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxx
Title: Vice President
Attest: NORTHERN TRUST INVESTMENTS, INC.
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxx
Title: Vice President
(..continued)
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