EXHIBIT D(14)
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.
THE NORTHERN TRUST COMPANY
Attest: By:
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Title:
NORTHERN TRUST INVESTMENTS, INC.
Attest: By:
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Title:
